SMITHS
FALLS, ON, June 6, 2024 /PRNewswire/ - Canopy Growth
Corporation ("Canopy Growth" or the "Company") (TSX: WEED) (Nasdaq:
CGC), a world-leading cannabis company dedicated to unleashing
the power of cannabis to improve lives, announced today that
the Company has established an at-the-market equity program (the
"ATM Program") that allows Canopy Growth to issue and sell up to
US$250 million (or its Canadian
dollar equivalent) of common shares of the Company ("Common
Shares") from treasury from time to time in concurrent public
offerings in the United States and
Canada. Any Common Shares sold in
the ATM Program will be sold in transactions made directly on the
Nasdaq or the TSX or on any other available U.S. or Canadian
trading market for the Common Shares. The volume and timing of
sales under the ATM Program, if any, will be determined in the
Company's sole discretion and are subject to customary conditions
precedent. The Common Shares will be distributed at market prices
prevailing at the time of each sale or at certain other prices and,
as a result, prices may vary as between purchasers and during the
period of distribution under the ATM Program.
Canopy Growth intends to use the net proceeds from the ATM
Program, if any, for investments in businesses and/or to fund any
potential future acquisitions and for working capital and general
corporate purposes, which may include the repayment of
indebtedness, which has been significantly reduced over the prior
18 months.
Sales of Common Shares under the ATM Program will be made
pursuant to the terms of an equity distribution agreement dated
June 6, 2024 (the "Distribution
Agreement") entered into among the Company, BMO Nesbitt Burns
Inc., as Canadian agent, and BMO Capital Markets Corp., as U.S.
agent (collectively, the "Agents"). The ATM Program will be
effective until the earliest of (i) the issuance and sale of all of
the Common Shares issuable pursuant to the ATM Program, (ii) the
date on which the Company receives notice from a securities
regulatory authority that the Canadian Shelf Prospectus and/or
Registration Statement (each as defined below) has ceased to be
effective, and (iii) July 5, 2026,
unless terminated prior to such date by the Company or the Agents
in accordance with the terms of the Distribution Agreement.
The offering of Common Shares under the ATM Program is qualified
by a prospectus supplement dated June 6,
2024 (the "Canadian Prospectus Supplement") to the
Company's Canadian short form base shelf prospectus dated
June 5, 2024 (the "Canadian Shelf
Prospectus"), each filed with the securities commissions in
each of the provinces and territories of Canada, and pursuant to a prospectus
supplement dated June 6, 2024 (the
"U.S. Prospectus Supplement") to the Company's U.S. base
prospectus dated June 5, 2024 (the
"U.S. Base Prospectus") included in its registration
statement on Form S-3ASR (the "Registration Statement")
filed with the U.S. Securities and Exchange Commission (the
"SEC"). The Distribution Agreement, Canadian Prospectus
Supplement and Canadian Shelf Prospectus are available on the
SEDAR+ website at www.sedarplus.com, and the U.S. Prospectus
Supplement, the U.S. Base Prospectus and the Registration Statement
are available on EDGAR on the SEC's
website at www.sec.gov. Alternatively, these
documents may be requested from the Agents by contacting, (i) in
Canada: BMO Nesbitt Burns Inc. by
mail at Brampton Distribution Centre, 9195 Torbram Road,
Brampton, Ontario, L6S 6H2, attn:
The Data Group of Companies, by email at
torbramwarehouse@datagroup.ca or by telephone at 905-791-3151 ext.
4312; and (ii) in the United
States: BMO Capital Markets Corp. by mail at 151 W 42nd
Street, 32nd Floor, New York, NY
10036, attn: Equity Syndicate Department, by email at
bmoprospectus@bmo.com, or by telephone at 800-414-3627.
No securities regulatory authority has either approved or
disapproved of the contents of this news release. This news release
is for informational purposes only and does not constitute an offer
to sell or the solicitation of an offer to buy the Common Shares,
nor shall there be any sale of the Common Shares in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About Canopy Growth
Canopy Growth is a world leading cannabis company dedicated to
unleashing the power of cannabis to improve lives.
Through an unwavering commitment to our consumers, Canopy Growth
delivers innovative products with a focus on premium and mainstream
cannabis brands including Doja, 7ACRES, Tweed, and Deep Space, in
addition to category defining vaporizer technology made
in Germany by Storz & Bickel.
Canopy Growth has also established a comprehensive ecosystem to
realize the opportunities presented by the U.S. THC market through
an unconsolidated, non-controlling interest in Canopy USA, which owns and operates Jetty Extracts, a
California-based producer of high-
quality cannabis extracts and pioneer of clean vape technology, in
addition to holding rights for Wana
Brands, a leading North American edibles brand, as well as
Acreage Holdings, Inc., a vertically integrated multi-state
cannabis operator with principal operations in densely populated
states across the Northeast and Midwest.
Beyond its world-class products, Canopy Growth is leading the
industry forward through a commitment to social equity, responsible
use, and community reinvestment – pioneering a future where
cannabis is understood and welcomed for its potential to help
achieve greater well-being and life enhancement.
For more information visit www.canopygrowth.com.
Forward-Looking Statements
This news release contains "forward-looking statements" within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and "forward-looking information" within the
meaning of applicable Canadian securities legislation. Often, but
not always, forward-looking statements and information can be
identified by the use of words such as "plans", "expects" or "does
not expect", "is expected", "estimates", "intends", "anticipates"
or "does not anticipate", or "believes", or variations of such
words and phrases or state that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be
achieved. Forward-looking statements or information involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company or
its subsidiaries to be materially different from any future
results, performance or achievements expressed or implied by the
forward-looking statements or information contained in this news
release. Examples of such statements and uncertainties include
statements with respect to the offer and sale of Common Shares
under the ATM Program, including the timing and amounts thereof,
and the use of any proceeds from the ATM Program.
Risks, uncertainties and other factors involved with
forward-looking information or statements could cause actual
events, results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking
information, including negative operating cash flow; uncertainty of
additional financing; use of proceeds; volatility in the price of
the Common Shares; expectations regarding future investment, growth
and expansion of operations; regulatory and licensing risks;
changes in general economic, business and political conditions,
including changes in the financial and stock markets and the
impacts of increased rates of inflation; legal and regulatory risks
inherent in the cannabis industry, including the global regulatory
landscape and enforcement related to cannabis; additional dilution;
political risks and risks relating to regulatory change; risks
relating to anti-money laundering laws; compliance with extensive
government regulation and the interpretation of various laws
regulations and policies; public opinion and perception of the
cannabis industry; and such other risks contained in the public
filings of the Company filed with Canadian securities regulators
and available under the Company's profile on SEDAR+ at
www.sedarplus.com and with the SEC through EDGAR at
www.sec.gov/edgar, including under the heading "Risk Factors" in
the Company's annual report on Form 10-K for the year ended
March 31, 2024, and the Canadian
Prospectus Supplement, Canadian Shelf Prospectus, U.S. Prospectus
Supplement and U.S. Base Prospectus.
In respect of the forward-looking statements and information,
the Company has provided such statements and information in
reliance on certain assumptions that they believe are reasonable at
this time. Although the Company believes that the assumptions and
factors used in preparing the forward-looking information or
forward-looking statements in this news release are reasonable,
undue reliance should not be placed on such information or
statements and no assurance can be given that such events will
occur in the disclosed time frames or at all. Should one or more of
the foregoing risks or uncertainties materialize, or should
assumptions underlying the forward-looking information or
statements prove incorrect, actual results may vary materially from
those described herein as intended, planned, anticipated, believed,
estimated or expected. Although the Company has attempted to
identify important risks, uncertainties and factors which could
cause actual results to differ materially, there may be others that
cause results not to be as anticipated, estimated or intended. The
forward-looking information and forward-looking statements included
in this news release are made as of the date of this news release
and the Company does not undertake any obligation to publicly
update such forward-looking information or forward-looking
statements to reflect new information, subsequent events or
otherwise unless required by applicable securities laws.
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SOURCE Canopy Growth Corporation
