Canopy Growth enters strategic relationship with beer, wine and spirits supplier Constellation Brands

November 1, 2017

Canopy Growth Corporation (TSX: WEED) has agreed to enter into a strategic relationship with the leading total beverage alcohol supplier in the United States, Constellation Brands (NYSE: STZ and STZ.B.)

Constellation owns brands including Corona, Kim Crawford and Robert Modavi, is a leading international producer and marketer of a fast-growing, high-performing portfolio of brands. As part of the strategic relationship, an affiliate of Constellation will invest approximately C$245 million in Canopy Growth in exchange for common shares that, following the transaction, will represent a 9.9% equity share in the Company. An equal number of common share purchase warrants will also be made available to Constellation, the terms of which are outlined below.

Canopy says this strategic investment is a sign of confidence in the company’s reliable track record and vision for responsible yet aggressive market expansion as the world’s leading cannabis company.

“In Constellation we have a strategic ally that will join us as we lead the global cannabis sector into the future. We have also strengthened our balance sheet to fund the ambitious expansion efforts we have planned heading into 2018 – a year that will see unprecedented growth in medical and adult-use opportunities,” said a statement from Bruce Linton, Chairman and CEO, Canopy Growth.

The strategic relationship will see Constellation provide broad support in the areas of consumer analytics, market trending, marketing and brand development to Canopy Growth. In addition, the Companies will collaborate to develop and market cannabis-based beverages that can be marketed as adult-use products in markets where and when such products are federally legal. Owners of a number of iconic brands, Constellation has a proven track record of establishing premium positions across multiple categories.

In exchange for the investment, a total of 18,876,901 Canopy Growth common shares will be issued at a price of $12.9783 per share based on a 5-day volume weighted average price (VWAP) as of the close of markets on October 27, 2017. An equal number of common share purchase warrants will be issued at the same price, subject to certain restrictions, expiring 30 months from the closing date. The common shares and warrants will have a hold period of four months and one day from the closing date, with the warrants being exercisable in two equal tranches, with the first exercisable tranche date being August 1, 2018 and the second exercisable tranche date being February 1, 2019. Canopy Growth will principally use the proceeds to fund the expansion of its international growing platform and to support ongoing investments in value-add processing and new product development and research.

LaBarge Weinstein acted as counsel to Canopy Growth with a team including Debbie Weinstein, Shane McLean, Brigitte LeBlanc-Lapointe, Tayyaba Khan and Mindy Bopari.

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