Canopy Growth Announces Strategic Recapitalization Transactions Significantly Strengthening Balance Sheet to Support Growth Strategy
Refinances Term Loan due 2027 and Exchanges Convertible Debentures due 2029, Extending Maturities of All Outstanding Indebtedness to Earliest January 2031 While Enhancing Liquidity Profile
SMITHS FALLS, ON. January 8, 2026 — 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 entered into a series of transactions to recapitalize its balance sheet and extend the maturity dates of all outstanding indebtedness to January 2031 at the earliest. At the conclusion of these Transactions (as defined below), Canopy Growth is expected to have cash on hand of approximately C$425 million, providing additional flexibility to support the Company’s long-term priorities.
“Today, Canopy Growth moves forward from a position of strength, supported by a robust balance sheet, enhanced liquidity, extended debt maturities, and a clear strategic direction,” said Tom Stewart, Chief Financial Officer of Canopy Growth. “We have created a financial runway through 2031, giving us the ability to seize opportunities for growth, building on the momentum of our previously announced acquisition of MTL Cannabis Corp.”
“As we continue to execute our strategy focused on disciplined growth, operational excellence and financial stewardship, these Transactions enable the strategic scaling necessary to reinforce Canopy Growth’s leadership position, support growing demand in the European medical market, and advance our path to sustained Adjusted EBITDA profitability,” said Luc Mongeau, Chief Executive Officer of Canopy Growth.
Term Loan Transaction
In accordance with the terms of a term loan agreement (the “Loan Agreement”), the Company will receive net proceeds of US$150 million (the “Term Loan”) in connection with the Loan Agreement (the “Loan Transaction”) from a group of lenders led by JGB Management Inc. (the “Lenders”), with the Term Loan maturing in January 2031. Canopy Growth intends to use the net proceeds from the Term Loan to (i) repay its existing senior secured debt in the principal amount of approximately US$101 million due September 2027; (ii) for working capital and general corporate purposes; and (iii) to fund any potential future acquisitions.
The Term Loan will bear interest at an annual rate equal to the applicable Term SOFR rate (subject to a minimum floor of 3.25%) plus 6.25%, representing a decrease in the Company’s cash interest rate compared with its current existing senior secured debt.
Convertible Debenture Exchange
Concurrently with the execution of the Loan Agreement, Canopy Growth also entered into an exchange agreement (the “Exchange Agreement”) with a single institutional investor (the “Investor”) pursuant to which Canopy Growth will exchange approximately C$96.4 million of existing convertible debentures due May 2029 (the “Existing Debentures”) for approximately C$80 million (the “Exchange Transaction” and together with the Loan Transaction, the “Transactions”) comprising: (a) C$55 million of new convertible debentures (the “Debentures”) due July 2031; (b) C$10.5 million in cash; (c) 9,493,670 common shares of the Company (the “Common Shares”); and (d) 12,731,481 Common Share purchase warrants of the Company (the “Investor Warrants”). The Debentures will bear interest at a rate of 7.50% per annum, payable semi-annually in cash, and will be convertible into Common Shares at the option of the holder at a conversion price equal to C$1.83 per Common Share.
The Transactions are expected to close on or around January 8, 2026 (the “Closing Date”), subject to customary closing conditions.
Additional Transaction Details
The aggregate principal amount of the Term Loan is approximately US$162 million reflecting an original issue discount. Interest on the Term Loan will be paid monthly in arrears in cash. Following the first anniversary of the first interest payment date, each Lender will have the option to require the borrowers to repay such Lender its pro rata share of up to US$3 million of principal per calendar month on each payment date thereafter. Prepayment and repayment of the Term Loan will be subject to (i) an interest make-whole equal to 12 monthly interest payments less any payments made by the borrowers on account of interest prior to the date of such prepayment for any prepayments or repayments made during the first year of the Term Loan and (ii) an exit fee equal to approximately US$6.5 million, provided that, with respect to any partial payment of the Term Loan, only the pro rata portion of such exit fee will be payable at the time of each such partial payment. The Term Loan and obligations under the Loan Agreement and other related loan documents will be secured by substantially all of the assets of the Company and each of its material subsidiaries.
The Loan Agreement also includes certain prepayment fees, a minimum cash requirement of the lesser of US$90 million, or the principal amount of the term loan, and various other representations, warranties, covenants and events of default customary for a financing of this nature.
In connection with the Loan Agreement, on the Closing Date, the Company will issue 18,705,577 common share purchase warrants of the Company (the “Loan Warrants”) to the Lenders. Each Loan Warrant will entitle the holder to acquire one Common Share at an exercise price equal to US$1.30 per Common Share for a period of five years from the Closing Date. Pursuant to the Exchange Transaction, each Investor Warrant will entitle the holder to acquire one Common Share at an exercise price equal to C$2.16 per Common Share for a period of five years from the Closing Date.
On the Closing Date, the Company will enter into registration rights agreements with the Investor and the Lenders, as applicable, pursuant to which the Company will agree to file registration statements with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the Common Shares issued to the Investor in the Exchange Transaction and the Common Shares underlying the Debentures and the Investor Warrants as well as the Loan Warrants, as applicable.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Canaccord Genuity Corp. acted as exclusive financial advisor and Cassels Brock & Blackwell LLP acted as Canadian counsel to Canopy Growth in connection with the Transactions. Goodwin Procter LLP and Paul Hastings LLP acted as US counsel to Canopy Growth in connection with the Loan Transaction and the Exchange Transaction, respectively. Haynes and Boone, LLP and Stikeman Elliott LLP acted as counsel to JGB Management Inc. in connection with the Loan Transaction.
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 consumers, Canopy Growth delivers innovative products from owned and licensed brands including Tweed, 7ACRES, DOJA, Deep Space and Claybourne, as well as category defining vaporization devices by Storz & Bickel. In addition, Canopy Growth serves medical cannabis patients globally with principal operations in Canada, Europe and Australia.
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, LLC (“Canopy USA”). Canopy USA’s portfolio includes ownership of Acreage Holdings, Inc., a vertically integrated multi-state cannabis operator with operations throughout the U.S. Northeast and Midwest, as well as ownership of Wana Wellness, LLC, The Cima Group, LLC, and Mountain High Products, LLC, a leading North American edibles brand, and majority ownership of Lemurian Inc., a California-based producer of high-quality cannabis extracts and clean vape technology.
At Canopy Growth, we’re shaping a future where cannabis is embraced for its potential to enhance well-being and improve lives. With high-quality products, a commitment to responsible use, and a focus on enhancing the communities where we live and work, we’re paving the way for a better understanding of all that cannabis can offer.
For more information visit www.canopygrowth.com.
