TORONTO and SMITH FALLS, ON, April 8, 2021 / PRNewswire / – Canopy Growth Corporation (“Canopy”) (TSX: WEED) (NASDAQ: CGC) and The Supreme Cannabis Company, Inc (“Supreme Cannabis “Or” Supreme “) (TSX: FIRE) (OTCQX: SPRWF) (FRA: 53S1) are pleased to announce that they have entered into a Definitive Arrangement Agreement (the” Arrangement Agreement “) pursuant to which Canopy will acquire all of the issued and outstanding common shares of Supreme Cannabis (the “Supreme Cannabis Shares”) in a transaction valued at approximately $ 435 million on a fully diluted basis (the “Transaction”)

Pursuant to the Arrangement Agreement, shareholders of Supreme Cannabis will receive 001165872 of one Canopy common share (the “Exchange Ratio”) and $ 0001 in cash in exchange for each Supreme Cannabis share held. The transaction offers Supreme Cannabis shareholders a premium per Supreme Cannabis share of approximately 66% based on the closing prices of Supreme Cannabis shares and Canopy’s common shares on the Toronto Stock Exchange (the “TSX”) from the 7th April 2021

The transaction is expected to provide several benefits to Canopy and Supreme Cannabis shareholders Following the acquisition, Canopy will notably have a strengthened brand portfolio, including one of the leading premium brands in Canada, 7ACRES Growth brand is anticipated through distribution supported by Canopy’s strong sales and distribution network, as well as superior consumer knowledge and capabilities R&D In addition to receiving a market premium, Supreme Cannabis shareholders will also benefit of Canopy’s US CBD business and conditional positioning for continued exposure to the expansion of the US market Additional value will be derived from the scalable production facility in Kincardine, Ontario, which has a proven track record of producing premium, low-cost flowers

As we continue to expand our portfolio of premier brands, we are excited to reach more consumers with Supreme’s premium brands and high-quality products, further strengthening Canopy’s market leadership.

“Supreme’s deep commitment to superior genetics, top cultivation, and strict quality control, coupled with Canopy’s core consumer knowledge, R&D’s advanced capabilities and innovation, should create a combination powerhouse that aligns with our strategic goal of driving growth with superior products in key categories, ”continued Klein

This transaction is a testament to the value created by all of Supreme’s teams and will benefit all of our stakeholders. at the forefront of the industry

We have also built a highly sought-after premium brand in 7ACRES The combination of Supreme Cannabis with Canopy – a Canadian market leader with exposure in the United States – presents a significant value creation opportunity for both companies We look forward to working with Canopy to finalize this transaction

The transaction will be effected by way of a court-approved plan of arrangement under the Canada Business Corporations Act, requiring the approval of at least two-thirds of the votes cast by the shareholders of Supreme Cannabis voting at a special meeting of shareholders considering the transaction expected to take place in June 2021 Canopy has entered into voting support agreements with certain directors and officers of Supreme Cannabis under which they have agreed, among other things, to vote their Supreme Cannabis shares in favor of the transaction

In addition to shareholder and court approvals, the transaction is subject to applicable regulatory approvals including, but not limited to, the approval and approval of the TSX under the Competition Act (Canada) and the satisfaction of certain other closing conditions customary in transactions of this nature The Arrangement Agreement includes customary provisions, including non-solicitation, “fiduciary withdrawal” and “right of concordance” provisions. As well as a termination fee of $ 12.5 million payable by Supreme Cannabis to Canopy under specific circumstances

Assuming the timely receipt of all necessary approvals from courts, shareholders, regulators and other third parties and satisfaction of all other conditions, the transaction is expected to close by the end of for the month of June 2021

A full description of the Transaction will be set out in the Supreme Cannabis Management Information Circular (the “Circular”), which will be mailed to Supreme Cannabis shareholders and filed with the Canadian Securities Administrators on the Electronic Document Analysis and Retrieval System (“SEDAR”) at wwwsedarcom

The transaction has been approved by the boards of directors of each of Canopy and Supreme Cannabis, and the board of directors of Supreme Cannabis recommends that Supreme Cannabis shareholders vote in favor of the transaction

Each of BMO Capital Markets and Hyperion Capital has provided the Board of Directors of Supreme Cannabis with a notice, dated April 7, 2021, that, on the date of such notice, the consideration payable under the transaction is fair , from a financial point of view, to the shareholders of Supreme Cannabis, in each case, based on and subject to the respective assumptions, limitations, reservations and other matters set out in these opinions

None of the securities to be issued under the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or any securities law securities, and all securities that may be issued in connection with the transaction should be issued subject to the available exemptions from these registration requirements in accordance with section 3 (a) (10) of the US Act. securities and exemptions applicable under national securities laws This press release does not constitute an offer to sell or the solicitation of an offer to buy securities

BMO Capital Markets is acting as the exclusive financial advisor to Supreme Cannabis and has provided a fairness opinion to the board of directors of Supreme Cannabis Hyperion Capital Inc has provided an independent fairness opinion to the board of directors of Supreme CannabisBorden Ladner Gervais LLP acts as legal counsel to Supreme Cannabis

(1) Source: Provincial Councils; Headphones Note: This market share data differs from Canopy’s internal market share data provided in Canopy’s previous earnings calls due to different methodologies and time frames. Market share data is as of October 1, 20 based on latest available data: data from Ontario provincial online offices, Prince Edward Island, Nova Scotia (27 / March 28, 21) and New Brunswick (March 17, 21); and headset data for ON Retail (28-Feb-21) and AB, BC and SK (31-Mar-21) (2) Market share data represents October 1, 20 based on latest data available: data from the Ontario Provincial Office online, Prince Edward Island, Nova Scotia (27/28-Mar-21) and New Brunswick (17-Mar -21); and headset data for ON Retail (28-Feb-21) and AB, BC and SK (31-Mar-21) (3) Inner canopy growth management estimate

Canopy Growth (TSX: WEED, NASDAQ: CGC) is a leading diversified cannabis and cannabinoid consumer products company in the world with a passion to improve lives, end prohibition and strengthening communities by unleashing the full potential of cannabis Leveraging consumer knowledge and innovation, we offer high-quality product varieties in dried flower, oil, softgel, infused beverage, edible and topical, as well as vaporizers from Canopy Growth and industry leader Storz & Bickel Our global medical brand, Spectrum Therapeutics, sells a range of full spectrum products using its color coding system and is a leader market leader in Canada and Germany Through our award-winning Tweed and Tokyo Smoke banners, we are reaching our adult consumers and building customer loyalty by focusing on superior products and meaningful customer relationships. Canopy Growth has entered the consumer health and wellness industry in key markets including Canada, the United States and Europe through BioSteel sports nutrition and skin and body solutions. sleep This Works; and introduced other federally licensed CBD products in the United States through our brands First & Free and Martha Stewart CBD Canopy Growth has partnered with Fortune 500 alcohol leader, Constellation Brands For more information , visit wwwcanopéecom

The Supreme Cannabis Company, Inc, (TSX: FIRE) (OTCQX: SPRWF) (FRA: 53S1), is a diverse global portfolio of distinct cannabis companies, products and brands Since 2014, the company has grown into one of the world’s largest producers of recreational, wholesale and medical cannabis products

Supreme Cannabis’ brand portfolio caters to diverse consumer and patient experiences, with brands and products that meet the recreational, wellness, medical and new consumer preferences The company’s recreational brand portfolio includes 7ACRES, 7ACRES Craft Collective, Blissco, sugarleaf and Hiway Supreme Cannabis addresses national and international medical cannabis opportunities through its premium brand Truverra

Supreme Cannabis brands are supported by a focused suite of world-class operating assets that perform key functions in the value chain including large-scale cultivation, value-added processing, automated packaging and product testing and R&D Follow the company on Instagram, Twitter, Facebook, LinkedIn and YouTube

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World News – CA – Canopy Growth to Acquire Supreme Cannabis for $ 435 Million in Stock