Exhibit 2.1

Arrangement Agreement

Canopy growth corporation

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MTL CANNABIS CORP.

TABLE OF CONTENTS

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of December 14, 2025

BETWEEN

CANOPY GROWTH CORPORATION

a corporation incorporated under the federal laws of Canada (the “Purchaser”)

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MTL Cannabis Corp.

a corporation incorporated under the federal laws of Canada (the “Company”).

WHEREAS the Purchaser proposes to acquire all of the outstanding securities of the Company pursuant to the Arrangement (as defined herein), as provided in this Agreement;

AND WHEREAS the Company Board (as defined herein) has unanimously determined that the Arrangement is fair to the Company Shareholders (as defined herein) and that the Arrangement is in the best interests of the Company and its stakeholders and has unanimously resolved, subject to the terms of this Agreement, to recommend that the Company Shareholders vote in favour of the Arrangement Resolution;

NOW THEREFORE in consideration of the premises and the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties agree as follows:

Article 1
INTERPRETATION

In this Agreement, unless otherwise defined or expressly stated herein or something in the subject matter or the context is inconsistent therewith:

“Acceptable Confidentiality Agreement” means a confidentiality agreement between the Company and a third party other than the Purchaser: (a) that is entered into in accordance with Section 5.1(c) hereof; (b) that does not preclude or limit the ability of the Company to disclose information relating to such agreement or the negotiations contemplated thereby, to the Purchaser; and (c) that contains a standstill provision that has a duration of at least 18 months and only permits the third party to make an Acquisition Proposal to the Company Board that is not publicly announced;

“Acquisition Agreement” has the meaning ascribed thereto in Section 5.1(e);

“Acquisition Proposal” means, at any time, whether or not in writing, (a) any offer, proposal or inquiry from any person or group of persons other than the Purchaser (or any affiliate of the Purchaser) after the date of this Agreement relating with respect to: (i) any direct or indirect acquisition by any person or group of persons of Company Shares (or securities convertible into or exchangeable or exercisable for Company Shares) representing 20% or more of the Company Shares then outstanding; (ii) any plan of arrangement, amalgamation, merger, share exchange, consolidation, recapitalization, liquidation, dissolution, winding up, exclusive license or other business combination, involving or in respect of the Company or any of its subsidiaries; (iii) any direct or indirect acquisition (or any alliance, joint venture, lease, long-term supply agreement or other arrangement having the same economic effect as the foregoing) by any person or group of persons other than the Purchaser (or any affiliate of the Purchaser), in a single transaction or a series of related transactions, of any assets of the Company and/or any interest in one or more of its subsidiaries (including shares or other equity interest of subsidiaries) that individually or in the aggregate represent 20% or more of the consolidated assets of the Company, contribute 20% or more of the consolidated revenue of the Company and its subsidiaries or constitute or hold 20% or more of the fair market value of the assets of the Company and its subsidiaries (taken as a whole), in each case based on the financial statements of the Company most recently filed prior to such time as part of the Company Public Disclosure Record (or any sale, disposition, lease, license, royalty, alliance, joint venture, long-term supply agreement or other arrangement having a similar economic effect), whether in a single transaction or a series of related transactions; or (iv) any other similar transaction or series of transactions involving the Company or any of its subsidiaries, (b) inquiry, expression or other indication of interest or offer to, or public announcement of or of an intention to do any of the foregoing, or (c) modification or proposed modification of any such proposal, inquiry, expression or indication of interest, in each case excluding the Arrangement and the other transactions contemplated by this Agreement;

“Advance Ruling Certificate” means an advance ruling certificate issued by the Commissioner pursuant to section 102 of the Competition Act with respect to the transactions contemplated by this Agreement, such Advance Ruling Certificate having not been modified or withdrawn prior to the Effective Time;

“affiliate” and “associate” have the meanings respectively ascribed thereto under the Securities Act;

“Agreement” means this arrangement agreement (including the Schedules hereto), as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof;

“Anti-Dilution Shares” means the Anti-Dilution Event Consideration Shares as defined in Section 2.2(a)(ii) in the Share Exchange Agreement;

“Arrangement” means the arrangement of the Company under Section 192 of the CBCA on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of this Agreement and the Plan of Arrangement or made at the direction of the Court in the Interim Order or Final Order with the prior written consent of the Purchaser and the Company, each acting reasonably;

“Arrangement Resolution” means the special resolution to be considered and, if thought advisable, passed by the Company Shareholders at the Company Meeting to approve the Arrangement, to be substantially in the form of Schedule B hereto;

“Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement to be filed with the Director in compliance with the CBCA after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in form and content satisfactory to the Company and the Purchaser, each acting reasonably;

“Business Contact Data” means any information that is used for the purpose of communicating or facilitating communication with an individual in relation to their employment, business or professional such as the individual’s name, position name or title, work address, work telephone number, work fax number or work electronic address;

“Business Day” means a day other than a Saturday, a Sunday or any other day on which commercial banking institutions in Toronto, Ontario or Vancouver, British Columbia are authorized or required by applicable Law to be closed;

“Canadian Competition Approval” means either: (a) the issuance of an Advance Ruling Certificate; or (b) (i) the applicable waiting period under section 123 of the Competition Act has expired, been terminated by the Commissioner, or (ii) the obligation to submit a notification shall have been waived by the Commissioner under paragraph 113(c) of the Competition Act, and in either case of (i) or (ii), a No Action Letter has been issued by the Commissioner;

“Cannabis Laws” has the meaning ascribed thereto in Section 3.1(p)(i);

“Cannabis Licences” has the meaning ascribed thereto in Section 3.1(p)(ii);

“Cash Consideration” means $0.144 for each Company Share;

“CBCA” means the Canada Business Corporations Act, and includes any successor thereto;

“Change of Recommendation” has the meaning ascribed thereto in Section 6.1(c)(i);

“Circular” means the notice of meeting and accompanying management information circular (including all schedules, appendices and exhibits thereto) to be sent to the Company Shareholders in connection with the Company Meeting, including any amendments or supplements thereto;

“Code” means the United States Internal Revenue Code of 1986, as amended;

“Commercially Reasonable Efforts” with respect to any Party means the cooperation of such Party and the use by such Party of its reasonable efforts consistent with reasonable commercial practice without payment or incurrence of any material liability or obligation;

“Commissioner” means the Commissioner of Competition appointed under the Competition Act and includes any person duly authorized to exercise the powers and perform the duties on behalf of the Commissioner of Competition;

“Company” means MTL Cannabis Corp., a corporation incorporated under the federal laws of Canada;

“Company 2017 Debenture” means the 18% unsecured convertible debenture of the Company in an aggregate principal amount of $5,000 due on demand;

“Company Annual Financial Statements” means the audited consolidated financial statements of the Company for the years ended March 31, 2025 and 2024, including the notes thereto and the auditor’s report thereon;

“Company Archerwill Debenture Warrants” means the 1,733,333 warrants of the Company, each exercisable to acquire one Company Share until August 5, 2027 at an exercise price of $0.74737 per Company Share, subject to adjustment in accordance with their terms;

“Company Archerwill Prepayment Warrants” means the 16,640,858 warrants of the Company, each exercisable to acquire one Company Share until August 5, 2027 at an exercise price of $0.5749 per Company Share, subject to adjustment in accordance with their terms;

“Company Board” means the board of directors of the Company;

“Company Board Recommendation” means the unanimous determination of the Company Board, after consultation with legal and financial advisors, that the Arrangement is in the best interests of the Company and the unanimous recommendation of the Company Board to Company Shareholders that they vote in favour of the Arrangement Resolution;

“Company Compensation Option Holder” means a holder of one or more Company Compensation Options;

“Company Compensation Options” means the 220,360 compensation options of the Company, each exercisable to acquire one Company Unit until September 19, 2028 at an exercise price of $0.65 per Company Unit, subject to adjustment in accordance with their terms;

“Company Credit Agreement” means the credit agreement dated July 30, 2025 (as may be amended, supplemented, amended and restated, replaced, or otherwise modified from time to time) between, among others, the Company, as borrower and The Toronto-Dominion Bank, as Administrative Agent;

“Company Data” means all data contained in the Company Systems and all other information and data compilations used by the Company or any of its subsidiaries, whether or not in electronic form;

“Company Diligence Information” means the documents provided or made available to the Purchaser by the Company following execution of the Confidentiality Agreement and prior to the execution of this Agreement for the purposes of its due diligence in connection with the Arrangement, including all documents included in the Company Public Disclosure Record and in any electronic data room to which the Purchaser has been provided access;

“Company Disclosure Letter” means the disclosure letter dated the date hereof regarding this Agreement that has been executed by the Company and delivered to the Purchaser concurrently with the execution of this Agreement;

“Company DSU Holder” means a holder of one or more Company DSUs;

“Company DSUs” means all deferred share units of the Company outstanding immediately prior to the Effective Time granted pursuant to or otherwise subject to the Company Incentive Plan;

“Company Employee Costs” has the meaning ascribed thereto in Section 4.8(a);

“Company Fairness Opinion” means the opinion of the Company Financial Advisor to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to the Company Shareholders;

“Company Financial Advisor” means Haywood Securities Inc.;

“Company Financial Statements” means, collectively, the Company Annual Financial Statements and the Company Interim Financial Statements;

“Company Intellectual Property Rights” has the meaning ascribed thereto in Section 3.1(ii)(i);

“Company Interim Financial Statements” means the unaudited condensed interim consolidated financial statements of the Company for the three and six months ended September 30, 2025, including the notes thereto;

“Company Leased Clinics” has the meaning ascribed thereto in Section 3.1(u)(iv);

“Company Leased Properties” has the meaning ascribed thereto in Section 3.1(u)(iv);

“Company Lease Clinic Documents” has the meaning ascribed thereto in Section 3.1(u)(iv);

“Company Lease Document” and “Company Lease Documents” have the meanings ascribed thereto in Section 3.1(u)(iv);

“Company March 2020 Warrants” means the 3,244,757 warrants of the Company, each exercisable to acquire one Company Share until December 31, 2026 at an exercise price of $1.50 per Company Share, subject to adjustment in accordance with their terms;

“Company Meeting” means the special meeting of the Company Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought advisable, approving the Arrangement Resolution;

“Company Incentive Plan” means the Long-Term Incentive Plan of the Company approved by the Company Board on June 6, 2025;

“Company In-The-Money Option” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

“Company In-The-Money Warrant” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

“Company Optionholder” means a holder of one or more Company Options;

“Company Option Plan” means the Amended and Restated Stock Option Plan of the Company approved by the Company Shareholders on July 28, 2023;

“Company Options” means all options to acquire Company Shares outstanding immediately prior to the Effective Time granted pursuant to or otherwise subject to the Company Option Plan;

“Company Out-Of-The-Money Option” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

“Company Out-Of-The-Money Warrant” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

“Company Owned Real Property” and “Company Owned Real Properties” have the meanings ascribed thereto in Section 3.1(u)(i);

“Company Public Disclosure Record” means all documents filed by or on behalf of the Company on SEDAR+ since January 1, 2023 and prior to the date hereof that are publicly available on the date hereof;

“Company Related Party Loans” means all related party indebtedness owing by the Company, including the Earnout Consideration and any outstanding and unpaid shareholder loans and debt, in each case, in such principal amounts owing as of the date hereof and interest accruing thereon in accordance with their terms and to such parties as is disclosed in Section 1.1 of the Company Disclosure Letter,

“Company RSU Holder” means a holder of one or more Company RSUs;

“Company RSUs” means all restricted share units of the Company outstanding immediately prior to the Effective Time granted pursuant to or otherwise subject to the Company Incentive Plan;

“Company Securityholders” means, collectively, Company Shareholders, Company RSU Holders, Company DSU Holders, Company Warrant Holders, Company Optionholders and Company Compensation Option Holders;

“Company Senior Management” means the Company’s President and Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Chief Cultivation Officer;

“Company September 2025 Warrants” means the 1,652,669 warrants of the Company, each exercisable to acquire one Company Share until September 19, 2028 at an exercise price of $0.98 per Company Share, subject to adjustment in accordance with their terms;

“Company Shareholder” means a holder of one or more Company Shares;

“Company Shares” means the common shares without par value in the capital of the Company;

“Company Systems” means all information technology and computer systems (including computer software, information technology and telecommunication hardware and other equipment) relating to the generation, transmission, storage, maintenance or processing of data and information, whether or not in electronic form, used in the conduct of the business of the Company or any of its subsidiaries;

“Company Transaction Costs” means all costs and reasonable and documented expenses incurred by the Company in connection with this Agreement and the Arrangement, including fees and reasonable and documented expenses of financial and accounting advisors, legal fees and disbursements, and premiums in relation to the “tail” directors’ and officers’ liability insurance contemplated by Section 4.9(b), but excludes for greater certainty, the Termination Fee, if any;

“Company Unit” means a unit of the Company comprised of one Company Share and one half of one Company Unit Warrant;

“Company Unit Warrant” means a warrant of the Company exercisable to acquire one Company Share until September 19, 2028 at an exercise price of $0.98 per Company Share, subject to adjustment in accordance with its terms;

“Company Warrants” means, collectively, the Company Archerwill Debenture Warrants, the Company Archerwill Prepayment Warrants, the Company March 2020 Warrants and the Company September 2025 Warrants;

“Company Warrant Holder” means a holder of one or more Company Warrants;

“Competition Act” means the Competition Act (Canada) and the regulations promulgated thereunder;

“Confidentiality Agreement” means the confidentiality agreement between the Company and the Purchaser dated as of August 27, 2024;

“Consideration” means the consideration to be received in respect of each Company Share that is issued and outstanding immediately prior to the Effective Time pursuant to the Plan of Arrangement, consisting of (i) the Share Consideration and (ii) the Cash Consideration;

“Consideration Shares” means the Purchaser Shares to be issued as Share Consideration pursuant to the Arrangement;

“Consent” has the meaning ascribed thereto in Section 4.4;

“Contract” means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding, joint venture, partnership, note, instrument, or other right or obligation (whether written or oral) to which a Party, or any of its subsidiaries, is a party or by which a Party, or any of its subsidiaries, is bound or affected or to which any of their respective properties or assets is subject;

“Court” means the Supreme Court of British Columbia, or other court as applicable;

“CSA” means the Canadian Securities Administrators;

“CSE” means the Canadian Securities Exchange;

“Depositary” means Odyssey Trust Company or any other trust company, bank or other financial institution agreed to in writing by the Company and the Purchaser for the purpose of, among other things, receiving certificates representing Company Shares and the receipt from the Purchaser and subsequent distribution of the Consideration in connection with the Arrangement;

“Director” means the Director appointed pursuant to Section 260 of the CBCA;

“Disclosing Party” has the meaning ascribed thereto in Section 4.7(i);

“Dissent Rights” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

“Dissenting Shareholder” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

“Earnout Consideration” means the Earnout Consideration as defined in the Share Exchange Agreement;

“Effective Date” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

“Effective Time” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

“Eligible Company Optionholder” has the meaning ascribed thereto in Section 4.8(c);

“Employee Plans” means all benefit, bonus, incentive, pension, retirement, savings, stock purchase, profit sharing, stock option, stock appreciation, phantom stock, termination, change of control, life insurance, medical, health, welfare, hospital, dental, vision care, drug, sick leave, disability, and similar plans, programmes, arrangements or practices relating to any current or former director, officer or employee of the Company other than benefit plans established pursuant to statute;

“Employment Agreements” means the employment agreements, consulting agreements and other agreements listed in 3.1(aa)(i) of the Company Disclosure Letter;

“Environment” means the natural environment (including soil, land surface or subsurface strata, surface water, groundwater, sediment, ambient air (including all layers of the atmosphere), organic and inorganic matter and living organisms, including human health, and any other environmental medium or natural resource);

“Environmental Laws” means all Laws and agreements with Governmental Authorities and all other statutory requirements relating to public health, the discharge, emission or release of Hazardous Substances, or the protection of the Environment and all Permits issued pursuant to such Laws, agreements or other statutory requirements;

“Final Order” means the final order of the Court approving the Arrangement under Section 192 of the CBCA, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment, modification, supplement or variation is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied;

“Governmental Authority” means any multinational, federal, provincial, territorial, state, regional, municipal, local or other government or governmental body and any division, agent, official, agency, commission, board or authority of any government, governmental body, quasi-governmental or private body (including the TSX, Nasdaq, the CSE or any other stock exchange) exercising any statutory, regulatory, expropriation or taxing authority under the authority of any of the foregoing and any domestic, foreign or international judicial, quasi-judicial or administrative court, tribunal, commission, board, panel or arbitrator acting under the authority of any of the foregoing;

“Hazardous Substances” means any waste or other substance that is prohibited, listed, defined, designated or classified under any applicable Environmental Law as dangerous, hazardous, radioactive, corrosive, explosive, infectious, carcinogenic, mutagenic or toxic or a pollutant, chemical or contaminant under or pursuant to, or that could result in liability under, any applicable Environmental Laws including, but not limited to, petroleum and all derivatives thereof or synthetic substitutes therefor, hydrogen sulphide, arsenic, cyanide, cadmium, lead, mercury, polychlorinated biphenyls (“PCBs”), PCB-containing equipment and material, asbestos, asbestos-containing material, urea-formaldehyde, and any other material or substance that may impair the natural environment, the health of any individual, property or plant or animal life;

“Health Care Laws” means the Food and Drugs Act (Canada), the Controlled Drugs and Substances Act (Canada) and the Cosmetic Regulations, the Personal Health Information Protection Act, 2004 (Ontario), and the regulations, policies and administrative guidance issued thereunder or similar federal, provincial, territorial, municipal or local law, regulation policy or administrative guidance;

“IFRS” means International Financial Reporting Standards, at the relevant time applied on a consistent basis;

“Indemnified Parties” has the meaning ascribed thereto in Section 4.9(a);

“Intellectual Property” means any and all domestic, foreign and worldwide: (i) patents, and applications for patents, including but not limited to any and all patent reissues, divisionals, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) plant breeder’s rights or applications for plant breeder’s rights and analogous protections; (iii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iv) copyrights, copyright registrations and applications for copyright registration, together with the moral rights associated with any of the foregoing; (v) mask works, mask work registrations and applications for mask work registrations; (vi) industrial designs, design rights, design registrations, design registration applications and integrated circuit topographies; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trademarks, trademark registrations, trademark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) Software; and (viii) any other intellectual property and industrial property;

“Interim Order” means the interim order of the Court to be issued following the application therefor submitted to the Court pursuant to Section 192 of the CBCA as contemplated by Section 2.2(b) hereof, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of both the Company and the Purchaser, each acting reasonably;

“Investment Canada Act” means the Investment Canada Act (Canada) and the regulations promulgated thereunder;

“IRCC” means the Government of Canada’s department of Immigration, Refugees and Citizenship Canada;

“Key Employees” means Richard Clément, Michel Clément and Michael Perron;

“Key Shareholders” means Richard Clément and Michel Clément;

“Laws” means all laws, statutes, codes, ordinances (including zoning), decrees, rules, regulations, by-laws, notices, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, settlements, writs, assessments, arbitration awards, rulings, determinations or awards, decrees or other requirements of any Governmental Authority having the force of law and any legal requirements arising under the common law or principles of law or equity and the term “applicable” with respect to such Laws and, in the context that refers to any person, means such Laws as are applicable at the relevant time or times to such person or its business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over such person or its business, undertaking, property or securities;

“Liens” means any pledge, claim, lien, charge, option, hypothec, mortgage, security interest, royalty or any other encumbrance, easement, whether contingent or absolute, direct or indirect, or any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Litigation” has the meaning ascribed thereto in Section 4.1(n);

“Lock-Up Agreements” means the voting support and lock-up agreements dated as of the date hereof between the Purchaser and the Locked-Up Company Shareholders;

“Locked-Up Company Shareholders” means the Key Shareholders;

“Material Adverse Effect” means any result, fact, change, effect, event, circumstance, occurrence or development that, taken together with all other results, facts, changes, effects, events, circumstances, occurrences or developments, has or would reasonably be expected to have a material and adverse effect on the business, results of operations, capitalization, assets, liabilities (including any contingent liabilities), obligations (whether absolute, accrued, conditional or otherwise), or financial condition of the Company and its subsidiaries, taken as a whole, provided, however, that any result, fact, change, effect, event, circumstance, occurrence or development that arises out of, relates directly or indirectly to, results directly or indirectly from or is attributable to any of the following shall not be deemed to constitute, and shall not be taken into account in determining whether there has been, a Material Adverse Effect:

provided, however, that each of clauses (a) through (e) above shall not apply to the extent that any of the changes, developments, conditions or occurrences referred to therein relate primarily to (or have the effect of relating primarily to) the Company and its subsidiaries taken as a whole or disproportionately adversely affect the Company and its subsidiaries taken as a whole in comparison to other persons who operate in the Canadian or global, medical or adult-use cannabis industries and provided further, however, that references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a Material Adverse Effect has occurred;

“Material Contract” means any Contract to which the Company or any of its subsidiaries is party or by which it or any of its assets, rights or properties are bound, that, if terminated or modified, would have a Material Adverse Effect and shall, without limitation, include the following:

“material fact” has the meaning attributed to such term under the Securities Act;

“MC Release” has the meaning ascribed thereto in Section 2.14(b);

“MC Shareholder Consideration” means 2,956,391 Purchaser Shares to be issued to the MC Shareholders with such Purchaser Shares subject to transfer restrictions for a period of 18 months following the Effective Date; provided that, any exercise of the Company Archerwill Prepayment Warrants prior to the Effective Date shall result in an automatic and proportionate reduction to the MC Shareholder Consideration in so far as an MC Shareholder receives Anti-Dilution Shares;

“MC Shareholders” means, collectively, the David Bow Family Trust, the Michael Rancourt Family Trust, the Michel Clément Family Trust, the Richard Clément Family Trust and the Massimo Caporusso Family Trust (2021);

“MI 61-101” means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions;

“misrepresentation” has the meaning attributed to such term under the Securities Act;

“Modern Slavery Laws” means all Laws regarding the provision of slavery, servitude and forced or child labour and about human trafficking including the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada), the Customs Tariff Act (Canada) and the Customs Act (Canada);

“Money Laundering Laws” has the meaning ascribed thereto in Section 3.1(o)(iv);

“Mortgage” has the meaning ascribed thereto in Section 3.1(u)(ix);

“Nasdaq” means the Nasdaq Global Select Market;

“NI 52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings;

“No Action Letter” means written confirmation from the Commissioner that he does not, at that time, intend to make an application under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement, such written confirmation having not been modified or withdrawn prior to the Effective Time;

“OQLF” means the Office québécois de la langue française;

“ordinary course of business”, or any similar reference, means, with respect to an action taken or to be taken by any person, that such action is consistent with the past practices of such person and is taken in the ordinary course of the normal day-to-day business and operations of such person and, in any case, is not unreasonable or unusual in the circumstances when considered in the context of the provisions of this Agreement;

“Outside Date” means April 15, 2026 or such later date as may be agreed to in writing by the Parties, provided that if the Effective Date has not occurred by April 15, 2026 as a result of the failure to satisfy the conditions set forth in Section 7.1(d); then either Party may elect by notice in writing delivered to the other Party by no later than 5:00 p.m. (Toronto time) on a date that is on or prior to such date or, in the case of subsequent extensions, the date that is on or prior to the Outside Date, as previously extended, to extend the Outside Date from time to time by a specified period of not less than five days and not more than 15 days, provided that in aggregate such extensions shall not exceed 90 days from April 15, 2026; provided further that, notwithstanding the foregoing, a Party shall not be permitted to extend the Outside Date if the failure to satisfy such condition is primarily the result of such Party’s failure to comply with its covenants in this Agreement;

“Parties” means the parties to this Agreement and “Party” means any one of them;

“Payoff Indebtedness” means all indebtedness under the Company Credit Agreement and related loan documents and (ii) the Company Related Party Loans.

“Payoff Letters” has the meaning ascribed thereto in Section 2.11(b);

“Permit” means any lease, license, permit, certificate, consent, order, grant, approval, classification, registration or similar authorization of or from any Governmental Authority;

“Permitted Liens” means, in respect of the Company or any of its subsidiaries, any one or more of the following:

“person” includes an individual, sole proprietorship, corporation, body corporate, incorporated or unincorporated association, syndicate or organization, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, a government or Governmental Authority or other entity, whether or not having legal status;

“Personal Data” means any information about an identifiable individual or any other information that is otherwise considered or deemed personal information, personal data, protected health information, or other personally identifiable information under applicable Law;

“Plan of Arrangement” means the plan of arrangement substantially in the form and content set out in Schedule A hereto, as amended, modified or supplemented from time to time in accordance with Article 6 of the Plan of Arrangement or at the direction of the Court in the Final Order, with the consent of the Company and the Purchaser, each acting reasonably;

“Privacy and Information Security Requirements” means (i) all Laws that govern the Processing of Personal Data, data privacy, information security in the United States and Canada; (ii) all Laws applicable to the information security of Company Systems; (iii) all other Laws and rules relating to biometrics, internet of things, direct marketing, electronic marketing, robocalls, or telemarketing in the United States and Canada; (iv) all Contracts that relate to the Processing of Personal Data and/or protecting the security or privacy of personally identifiable information or personal data as such terms are defined under applicable Laws; (v) all Privacy Notices; (vi) all requirements of the Personal Information Protection and Electronic Documents Act (Canada) and all substantially similar provincial legislation; and (vii) the Payment Card Information Data Security Standards;

“Privacy Notices” means any notices, policies, disclosures, or public representations by the Company or any of its subsidiaries in respect of the Company or the respective subsidiary’s Processing of Personal Data or privacy practices;

“Process” or “Processing” means the collection, use, storage, processing, distribution, transfer, import, export, protection (including security measures), disposal, destruction, or disclosure or other activity regarding data (whether electronically or in any other form or medium) including, but not limited to, Personal Data;

“Prohibited Activities” means the cultivation, production, distribution, sale or possession of cannabis in the United States or any other jurisdiction where it is not nationally legal;

“Prohibited Entities” means a person engaged in Prohibited Activities;

“Pre-Acquisition Reorganization” has the meaning ascribed to it in Section 4.10;

“Proceedings” has the meaning ascribed thereto in Section 3.1(q);

“Purchaser” means Canopy Growth Corporation, a corporation incorporated under the federal laws of Canada;

“Purchaser Annual Financial Statements” means the audited financial statements of the Purchaser as at March 31, 2025 and 2024 and for each of the years in the three-year period ended March 31, 2025, including the notes thereto and the auditor’s report thereon;

“Purchaser Exchangeable Shares” means the exchangeable shares in the capital of the Purchaser;

“Purchaser Financial Statements” means, collectively, the Purchaser Annual Financial Statements and the Purchaser Interim Financial Statements;

“Purchaser Interim Financial Statements” means the unaudited condensed interim consolidated financial statements as at and for the three and six months ended September 30, 2025, including the notes thereto;

“Purchaser Material Adverse Effect” means any result, fact, change, effect, event, circumstance, occurrence or development that, taken together with all other results, facts, changes, effects, events, circumstances, occurrences or developments, has or would reasonably be expected to have a material and adverse effect on the business, results of operations, capitalization, assets, liabilities (including any contingent liabilities), obligations (whether absolute, accrued, conditional or otherwise), or financial condition of the Purchaser and its subsidiaries, taken as a whole, provided, however, that any result, fact, change, effect, event, circumstance, occurrence or development that arises out of, relates directly or indirectly to, results directly or indirectly from or is attributable to any of the following shall not be deemed to constitute, and shall not be taken into account in determining whether there has been, a Purchaser Material Adverse Effect:

provided, however, that each of clauses (a) through (e) above shall not apply to the extent that any of the changes, developments, conditions or occurrences referred to therein relate primarily to (or have the effect of relating primarily to) the Purchaser and its subsidiaries taken as a whole or disproportionately adversely affect the Purchaser and its subsidiaries taken as a whole in comparison to other persons who operate in the Canadian or global, medical or adult-use cannabis industries and provided further, however, that references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a Purchaser Material Adverse Effect has occurred;

“Purchaser Public Disclosure Record” means all documents filed by or on behalf of the Purchaser on SEDAR+ since January 1, 2023 and prior to the date hereof that are publicly available on the date hereof;

“Purchaser Senior Management” means the Purchaser’s Chief Executive Officer and Chief Financial Officer;

“Purchaser Shares” means the common shares in the capital of the Purchaser;

“Real Property” means all land, together with all buildings, structures, improvements, and fixtures located therein or thereon, together with all easements, privileges, rights-of-way, benefits, hereditaments and all other rights and interests pertaining, benefiting or appurtenant to them (including air, oil, gas, mineral, and water rights);

“Receiving Party” has the meaning ascribed thereto in Section 4.7(i);

“Registration Statement” has the meaning ascribed thereto in Section 4.4;

“Regulatory Approvals” means sanctions, rulings, consents, orders, exemptions, permits, waivers, early termination authorizations, clearances, written confirmations of no intention to initiate legal proceedings and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Authorities, including for greater certainty, Canadian Competition Approval;

“Release” means any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the Environment;

“Remedial Action” shall mean any investigation, feasibility study, monitoring, testing, sampling, removal (including removal of underground storage tanks), restoration, clean-up, remediation, closure, site restoration, remedial response or remedial work, in each case in relation to environmental matters;

“Replacement Compensation Option” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

“Replacement Option” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

“Replacement Warrant” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

“Representatives” means, collectively, with respect to a Party, that Party’s officers, directors, employees, investment bankers, lawyers, accountants, consultants or other agent or advisor employed by such Party;

“Returns” means all returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes;

“Sanctions” has the meaning ascribed thereto in Section 3.1(o)(v);

“SEC” means the United States Securities and Exchange Commission;

“Securities Act” means the Securities Act (Ontario) and the rules, regulations and published policies made thereunder;

“Securities Laws” means the Securities Act and all other applicable Canadian provincial and territorial securities Laws;

“SEDAR+” means the System for Electronic Data Analysis and Retrieval +;

“Share Consideration” means 0.32 of a Purchaser Share for each Company Share;

“Share Exchange Agreement” means the Second Restated Share Exchange Agreement dated June 28, 2023, among the Company, Montreal Cannabis Medical Inc., Michel Clément, Richard Clément and the MC Shareholders;

“Software” means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs;

“Special Committee” means the Special Committee established by the Company Board in connection with the transactions contemplated by this Agreement;

“subsidiary” means, with respect to a specified entity, any:

“Superior Proposal” means a bona fide Acquisition Proposal made in writing on or after the date of this Agreement by a person or persons acting jointly (other than the Purchaser and its affiliates) that did not result from a breach of Article 5 and which or in respect of which:

“Superior Proposal Notice Period” has the meaning ascribed thereto in Section 5.1(f)(iii);

“Support Agreements” means the voting support agreements dated as of the date hereof between the Purchaser and the Supporting Company Shareholders and other voting and support agreements that may be entered into after the date hereof by the Purchaser and Company Shareholders, which agreements provide that such Company Shareholders shall, among other things vote all Company Shares of which they are the registered or beneficial holder or over which they have control or direction, in favour of the Arrangement and not dispose of their Company Shares;

“Supporting Company Shareholders” means, collectively, each of the directors and executive officers of the Company, each of which has entered into a Support Agreement;

“Surviving Corporation” means any corporation or other entity continuing following the amalgamation, merger, consolidation or winding up of the Company with or into one or more other entities (pursuant to a statutory procedure or otherwise);

“Tax” or “Taxes” means without duplication, with respect to any Person, all supranational, national, federal, provincial, state, municipal, territorial, county, local, foreign or other taxes, dues, duties, rates, imposts, fees, levies, other assessments, tariffs, charges or obligations of the same or similar nature, however denominated, imposed, assessed or collected by any Governmental Authority, including income taxes, branch taxes, profits taxes, capital gains taxes, gross receipts taxes, royalty taxes, windfall profits taxes, value added taxes, severance taxes, ad valorem taxes, property taxes, capital taxes, net worth taxes, production taxes, sales taxes, retail, use taxes, licence taxes, excise taxes, franchise taxes, real and personal property taxes, anti-dumping taxes, countervailing taxes, environmental taxes, transfer taxes, withholding or similar taxes, payroll taxes, employment taxes, health taxes, employer health taxes, government pension plan premiums and contributions, social security premiums, workers' compensation premiums and pension (including Canada Pension Plan and other governmental plans) payments, escheat or unclaimed property (whether or not considered a tax under applicable Law), employment/unemployment insurance or compensation premiums and contributions, stamp taxes, occupation taxes, premium taxes, alternative or add-on minimum taxes, goods and services tax/harmonized sales tax, Quebec sales tax, provincial sales tax, customs or excise duties or other taxes, fees, imposts, assessments or charges of any kind whatsoever imposed or charged by any Governmental Authority, any requirement to pay or repay any amount to a Governmental Authority in respect of a tax credit, refund, rebate, governmental grant or subsidy, overpayment, or similar adjustment of taxes, and any instalments in respect thereof, together with any tax indemnity obligation, interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties, and whether disputed or not, and “Tax” means any one of such Taxes;

“Tax Act” means the Income Tax Act (Canada), as amended, and the regulations promulgated thereunder, as amended;

“Termination Fee” has the meaning ascribed thereto in Section 5.2(b);

“Termination Fee Event” has the meaning ascribed thereto in Section 5.2(a);

“Third-Party Beneficiaries” has the meaning ascribed thereto in Section 8.4;

“Transaction Settlement Amount” has the meaning ascribed thereto in Section 2.11(a);

“Transaction Settlement Notice” has the meaning ascribed thereto in Section 2.11(a);

“TSX” means the Toronto Stock Exchange;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“U.S. Federal Laws” means (i) the U.S. Controlled Substances Act (including any implementing regulations and schedules in effect at the relevant time) or any other U.S. federal law the violation of which is predicated upon a violation of the U.S. Controlled Substances Act; and (ii) any Canadian, U.S. or international anti-money laundering legislation.

“U.S. GAAP” means United States generally accepted accounting principals, adopted by the SEC;

“U.S. Investment Company Act” means the U.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“U.S. Securities Laws” means federal and state securities legislation of the United States and all rules, regulations and orders promulgated thereunder; and

“U.S. Treasury Regulations” means the treasury regulations under the Code.

Except where otherwise specified, all references to currency herein are to lawful money of Canada and “$” refers to Canadian dollars. References to “US$” refer to United States dollars.

The division of this Agreement into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement, including the Schedules hereto, and not to any particular Article, Section or other portion hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section or Schedule by number or letter or both are to that Article, Section or Schedule in or to this Agreement.

Any reference in this Agreement to the “knowledge” of the Company, means to the knowledge and information of the Company Senior Management after reasonable inquiry regarding the relevant matter. Any reference in this Agreement to the “knowledge” of the Purchaser, means to the knowledge and information of the Purchaser Senior Management after reasonable inquiry regarding the relevant matter.

Unless the context otherwise requires, words importing the singular number only include the plural and vice versa; words importing any gender include all genders. The terms “including” or “includes” and similar terms of inclusion, unless expressly modified by the words “only” or “solely”, mean “including without limiting the generality of the foregoing” and “includes without limiting the generality of the foregoing”. Any Contract, instrument or Law defined or referred to herein means such Contract, instrument or Law as from time to time amended, modified, supplemented or consolidated, including, in the case of Contracts or instruments, by waiver or consent and, in the case of Laws, by succession of comparable successor Laws, and all attachments thereto and instruments incorporated therein and, in the case of statutory Laws, all rules and regulations made thereunder.

In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day.

The following are the Schedules to this Agreement:

Schedule A      -      Form of Plan of Arrangement

Schedule B      -      Form of Arrangement Resolution

Article 2
THE ARRANGEMENT

The Company and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement. On or prior to the Effective Date, the Articles of Arrangement shall be filed with the Director. From and after the Effective Time, the steps to be carried out pursuant to the Arrangement shall become effective in accordance with the Plan of Arrangement. The closing of the transactions contemplated hereby and by the Plan of Arrangement will take place at 10:00 a.m. (Toronto time) on the Effective Date at the offices in Toronto, Ontario of Cassels Brock & Blackwell LLP, or at such other time on the Effective Date or such other place as may be agreed to by the Parties. Subject to the satisfaction or waiver (subject to applicable Laws) of the last of the conditions set forth in Article 7 hereof (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction or, when permitted, waiver of those conditions as of the Effective Date), upon the Arrangement Resolution having been approved and adopted by the Company Shareholders and the Company obtaining the Final Order, the Arrangement shall be effective at the Effective Time on the Effective Date.

The Company covenants in favour of the Purchaser that, subject to the terms of this Agreement, the Company will:

provided, however, that, if the Company Meeting is scheduled to occur during a Superior Proposal Notice Period, the Company may, and upon the request of the Purchaser, the Company shall, adjourn or postpone the Company Meeting to (i) a date specified by the Purchaser that is not later than six Business Days after the date on which the Company Meeting was originally scheduled to be held, or (ii) if the Purchaser does not specify such date, to the sixth Business Day after the date on which the Company Meeting was originally scheduled to be held;

Subject to the terms of this Agreement, the Purchaser will cooperate with, assist and consent to the Company seeking the Interim Order and the Final Order and, subject to the Company obtaining the Final Order and to the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 7 hereof (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction or, when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps and actions including, if applicable, making all filings with Governmental Authorities necessary to give effect to the Arrangement and carry out the terms of the Plan of Arrangement applicable to each of them prior to the Outside Date.

The application referred to in Section 2.2(b) shall, unless the Company and the Purchaser otherwise agree, include a request that the Interim Order provide, among other things:

and, subject to the consent of the Company (such consent not to be unreasonably withheld or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require.

(a)           Subject to the Purchaser complying with Section 2.5(e), the Company will, in consultation with the Purchaser:

(b)           The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, that the Circular (including with respect to any information incorporated therein by reference) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished by the Purchaser) and will provide the Company Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Company Meeting.

(c)           The Company shall use Commercially Reasonable Efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor.

(d)           The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular. The Company will provide legal counsel to the Purchaser with an opportunity to review and comment on all drafts of the Circular and other documents related thereto prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Company Shareholders and will give consideration to such comments. All information relating solely to the Purchaser included in the Circular shall be provided by the Purchaser in accordance with Section 2.5(e) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Circular will include: (i) a statement that the Company Board has unanimously determined that the Arrangement is fair to the Company Shareholders, and it is in the best interests of the Company; (ii) the unanimous recommendation of the Company Board that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation; (iii) a copy of the Company Fairness Opinion; (iv) a statement that each of the Supporting Company Shareholders has signed a Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company Shares in favour of the Arrangement Resolution and (v) a statement that each of the Locked-Up Company Shareholders has signed a Lock-Up Agreement.

(e)           The Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the Circular pursuant to applicable Laws and any other documents related thereto.

(f)            The Company shall keep the Purchaser fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or the CSE in connection with the Circular.

(g)           The Company and the Purchaser will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Company only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.5(e) contains any misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith.

If (i) the Interim Order is granted; and (ii) the Arrangement Resolution is approved by Company Shareholders at the Company Meeting as provided for in the Interim Order and as required by applicable Law, subject to the terms of this Agreement, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 192 of the CBCA, as soon as reasonably practicable after the Company Meeting, but in any event not later than four clear Business Days thereafter, and, if at any time after the issuance of the Final Order and on or before the Effective Date, the Company is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, it will only do so after prior notice to the Purchaser, and affording the Purchaser a reasonable opportunity to consult with the Company regarding the same.

The Company will provide the Purchaser and its counsel with an opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement prior to the service and filing of such materials and will give consideration to such comments. The Company will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate. The Company will also provide the Purchaser on a timely basis with copies of any notice of appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order.

The Company will give the Purchaser prompt notice of any written communication from any Company Shareholder in opposition to the Arrangement (except for non-substantive communications from any Company Shareholder that purports to hold less than 0.1% of the Company Shares (provided that communications from such Company Shareholder are not substantive in the aggregate)), written notice of dissent or purported exercise by any Company Shareholder of Dissent Rights received by the Company in relation to the Arrangement and any withdrawal of Dissent Rights received by the Company and any written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement. The Company shall not make any payment or settlement offer, or agree to any such settlement, or conduct any negotiations prior to the Effective Time with respect to any such dissent, notice or instrument without the prior written consent of the Purchaser.

Upon the reasonable request from time to time of the Purchaser, the Company will provide the Purchaser with lists (in both written and electronic form) of: (i) the registered Company Shareholders, together with their addresses and respective holdings of Company Shares; (ii) the names and addresses and holdings of all persons having rights (including Company Optionholders, Company DSU Holders, Company RSU Holders, Company Warrant Holders, Company Compensation Option Holders and MC Shareholders) issued or granted by the Company to acquire or otherwise related to Company Shares; and (iii) non-objecting beneficial owners of Company Shares and participants in book-based nominee registers (such as CDS & Co.), together with their addresses and respective holdings of Company Shares. The Company will from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Company Shareholders, information regarding beneficial ownership of Company Shares and lists of holdings and other assistance as the Purchaser may reasonably request.

The Company and the Purchaser agree to cooperate in the preparation of presentations, if any, to any Company Securityholders, MC Shareholders or the analyst community regarding the Arrangement. The Company agrees to consult with the Purchaser in connection with any communications or meeting with Company Securityholders, MC Shareholders or analysts that it may have; provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure or filing, it shall use its Commercially Reasonable Efforts to give prior oral or written notice to the Purchaser and an opportunity to review and comment thereon prior to its dissemination or filing and will give consideration to such comments.

The Parties agree that at least two Business Days prior to the anticipated Effective Date, the Company shall deliver to the Purchaser:

The Purchaser will, following receipt of the Final Order and the Regulatory Approvals listed in Section 7.1(c) and no later than the Business Day prior to the filing by the Company of the Articles of Arrangement with the Director:

The Purchaser Shares comprising a portion of the Consideration and the MC Shareholder Consideration payable pursuant to the Plan of Arrangement will be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any stock dividend of securities convertible into Purchaser Shares), consolidation or reorganization with respect to the Purchaser Shares, if the Purchaser Shares shall have been changed into a different number of shares or a different class upon such action, effected in accordance with the terms of this Agreement occurring after the date of this Agreement and prior to the Effective Time, such that the recipients of such Purchaser Shares shall receive the same economic benefit as contemplated by this Agreement and the Plan of Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Purchaser Shares comprising a portion of the Consideration to be paid per Company Share, subject to further adjustment in accordance with this Section 2.13.

The Parties agree that the Arrangement will be carried out with the intention that, all Consideration Shares (including those issued in exchange for Company Shares issued to Company RSU Holders, Company DSU Holders and the holders of Company In-The-Money Warrants and Company In-The-Money Options pursuant to the Plan of Arrangement), Replacement Options, Replacement Warrants, Replacement Compensation Options and MC Shareholder Consideration issued pursuant to the Arrangement will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and pursuant to applicable exemptions from applicable state securities laws. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis:

The Company, the Purchaser and the Depositary, as applicable, will be entitled to deduct and withhold from any consideration otherwise payable or deliverable to any person under the Plan of Arrangement and this Agreement (including, without limitation, any payments to Dissenting Shareholders, Company RSU Holders, Company DSU Holders, Company Warrant Holders, Company Optionholders, Company Compensation Option Holders and MC Shareholders), such amounts as the Company, the Purchaser or the Depositary, as applicable, is required to deduct and withhold, or reasonably believe to be required to deduct and withhold, with respect to such payment or delivery under any provision of any Laws in respect of Taxes. For the purposes hereof, all such withheld amounts shall be treated for all purposes under the Plan of Arrangement and this Agreement as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Authority by or on behalf of the Company, the Purchaser or the Depositary, as applicable. Each of the Company, the Purchaser and the Depositary is hereby authorized to sell or otherwise dispose of such portion of Purchaser Shares payable as Share Consideration or the MC Shareholder Consideration as is necessary to provide sufficient funds to the Company, the Purchaser or the Depositary, as applicable, to enable it to implement such deduction or withholding, and the Company, the Purchaser or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds (after deduction for (a) the amounts required to satisfy the required withholding under the Plan of Arrangement and this Agreement in respect of such Person, (b) reasonable commissions payable to the broker, and (c) other reasonable costs and expenses) of such sale. Any sale will be made in accordance with applicable Laws and at prevailing market prices and none of the Company, the Purchaser, the Depositary or their respective agents, as the case may be, shall have any liability to, or be under any obligation to obtain a particular price or to indemnify, any Company Securityholder in respect of a particular price, for the portion of the Share Consideration or the MC Shareholder Consideration so sold.

Article 3
REPRESENTATIONS AND WARRANTIES

Except as specifically disclosed in the Company Disclosure Letter (which shall make reference to the applicable section in respect of which such qualification is being made, provided that any matter disclosed in any section of the Company Disclosure Letter shall be considered disclosed also for other section of the Company Disclosure Letter for which it is reasonably apparent on its face that such matter is pertinent to the other section of the Company Disclosure Letter), the Company represents and warrants to and in favour of the Purchaser as follows and acknowledges that the Purchaser is relying upon such representations and warranties in entering into this Agreement:

(a)             any Law applicable to it, its subsidiaries or any of their respective properties or assets; or

(b)            any provisions of the articles, by-laws or other constating documents or partnership agreements of the Company or any of its subsidiaries or any other agreement or understanding with any party holding an ownership interest in the Company;

except in the case of (a) above for such breaches, defaults, consents, terminations, cancellations, suspensions, accelerations, penalties, payment obligations or rights which would not individually or in the aggregate have a Material Adverse Effect;

Complete and correct copies of the agreements, arrangements and understandings referred to in paragraphs (A) and (B) of this Section 3.1(aa)(iii) are included in the Company Diligence Information.

The Purchaser represents and warrants to and in favour of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement:

No investigation by or on behalf of any Party prior to the execution of this Agreement will mitigate, diminish or affect the representations and warranties made by the other Parties. The representations and warranties of the Parties contained in this Agreement will not survive the completion of the Arrangement and will expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. This Section 3.3 will not limit any covenant or agreement of any of the Parties, which, by its terms, contemplates performance after the Effective Time or the date on which this Agreement is terminated, as the case may be.

Article 4
COVENANTS

The Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the Purchaser’s consent in writing (to the extent that such consent is permitted by applicable Law), which consent will not be unreasonably withheld, conditioned or delayed, (ii) as expressly permitted or specifically contemplated by this Agreement, (iii) as set out in the Company Disclosure Letter, or (iv) as is otherwise required by applicable Law:

Subject to compliance with applicable Laws and the terms of any existing Contracts, each party will afford to the other and its Representatives until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, continuing access to the Company Diligence Information or Purchaser Diligence Information, as applicable, and reasonable access during normal business hours and upon reasonable notice, to their subsidiaries’ businesses, properties, books and records and such other data and information as such party may reasonably request, as well as to its management personnel, subject however to such access not interfering with the ordinary conduct of the businesses of the disclosing party and its subsidiaries. Subject to compliance with applicable Laws and such requests not materially interfering with the ordinary conduct of the business of the Company and its subsidiaries, the Company will also make available to the Purchaser and its Representatives information reasonably requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Company and the Purchaser and its affiliates following completion of the Arrangement. Without limiting the generality of the provisions of the Confidentiality Agreement, the Purchaser and the Company acknowledge that all information provided under this Section 4.2, or otherwise pursuant to this Agreement or in connection with the transactions contemplated hereby, is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, the provisions of this Agreement will supersede those of the Confidentiality Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Confidentiality Agreement will remain in full force and effect. Investigations made by or on behalf of the Purchaser or the Company, whether under this Section 4.2 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company or the Purchaser, respectively, in this Agreement.

(a)           Subject to the terms and conditions of this Agreement, the Company shall and shall cause its subsidiaries to perform all obligations required to be performed by the Company under this Agreement, cooperate with the Purchaser in connection therewith, and use Commercially Reasonable Efforts to do such other acts and things as may be necessary or desirable in order to complete the Arrangement and the other transactions contemplated hereby, including (without limiting the obligations of the Company in Article 2):

(b)           In the event that the Purchaser concludes that it is necessary or desirable to proceed with another form of transaction (such as a formal take-over bid or amalgamation) whereby the Purchaser and/or its affiliates would effectively acquire all of the Company Shares within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having economic consequences to the Company and the Company Shareholders which are equivalent to or better than those contemplated by this Agreement (an “Alternative Transaction”), the Company agrees to support the completion of such Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction. In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction and all references to time periods regarding the Arrangement, including the Effective Time, herein shall refer to the date of closing of the transactions contemplated by the Alternative Transaction (as such date may be extended from time to time).

Subject to the terms and conditions of this Agreement, the Purchaser will perform all obligations required to be performed by it under this Agreement, cooperate with the Company in connection therewith, and use Commercially Reasonable Efforts to do such other acts and things as may be necessary or desirable in order to complete the Arrangement and other transactions contemplated hereby, including:

Other than in connection with obtaining the Regulatory Approvals (which, for greater certainty, shall be governed by the provisions of Section 4.7), each of the Parties covenants and agrees that, subject to the terms and conditions of this Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

Subject to the other terms and conditions of this Section 4.7, each Party, as applicable to that Party, covenants and agrees with respect to obtaining all Regulatory Approvals required for the completion of the Arrangement that, subject to the terms and conditions of this Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

(a)           Prior to the Effective Time, the Company shall use Commercially Reasonable Efforts to cause, and it shall use Commercially Reasonable Efforts to cause any of its subsidiaries to cause, all directors and officers of the Company and its subsidiaries identified in Section 4.8 of the Company Disclosure Letter to provide resignations from such positions and to enter into mutual releases of all claims between such directors and officers and the Company (and its subsidiaries) or shall terminate such officers effective as at the Effective Time; provided that, such resignations and terminations so identified in Section 4.8 of the Company Disclosure Letter will be limited to such person’s service as a director and/or officer of the Company and not with respect to such person’s employment with the Company and where such employees are entitled to any severance or change of control payments or benefit pursuant to the terms of each such employee’s employment contract or pursuant to applicable Laws (which are identified as payable in Section 4.8 of the Company Disclosure Letter), the full amount of such entitlements (the “Company Employee Costs”) shall be paid in accordance with Section 2.12.

(b)           The Company shall be exclusively responsible and shall pay for any withholding obligations of Taxes pursuant to the Tax Act from any amounts paid for the payments contemplated in this Section 4.8.

(c)           The Parties acknowledge that, in respect of any payment made pursuant to the Plan of Arrangement to a Company Optionholder who is entitled to claim a deduction pursuant to paragraph 110(1)(d) of the Tax Act in respect of the surrender or other settlement of any Company Options that are not “non-qualified securities” for the purposes of section 110 of the Tax Act (an “Eligible Company Optionholder”): (i) the Company shall (A) make an election pursuant to subsection 110(1.1) of the Tax Act, and (B) provide evidence in writing of such election to such holders of Company Options, in the form(s) prescribed in respect of the Tax Act, and (ii) no deduction will be claimed in respect of any such payments in computing the income of the Company or of any person not dealing at arm’s length with the Company under the Tax Act. This Section 4.8(c) shall survive the Effective Date and is intended to be for the benefit of, and will be enforceable by, the Eligible Company Optionholders resident or employed in Canada and their respective heirs, executors, administrators and personal representatives and will be binding on the Company and its successors and assigns and such rights will be held by the Company, and any successor to the Company, in trust for such Eligible Company Optionholders; provided, however, that no approval of any beneficiary of such trust will be required in connection with any amendment or variation of this Section 4.8(c) prior to the Effective Date.

(a)           The Parties agree that all rights to indemnification existing in favour of the present and former directors and officers of the Company (each such present or former director or officer of the Company being herein referred to as an “Indemnified Party” and such persons collectively being referred to as the “Indemnified Parties”) as provided by the articles or by-laws of the Company or by contracts or agreements to which the Company is a party and in effect as of the date hereof, that are fully and completely disclosed in the Company Disclosure Letter and copies of which are provided to the Purchaser prior to the date hereof, and, as of the Effective Time, will survive and will continue in full force and effect and without modification, and the Company and any successor to the Company (including any Surviving Corporation) shall continue to honour such rights of indemnification and indemnify the Indemnified Parties pursuant thereto, with respect to actions or omissions of the Indemnified Parties occurring prior to the Effective Time, for six years following the Effective Date.

(b)           Prior to the Effective Time, notwithstanding any other provision hereof, the Company may purchase prepaid non-cancellable “tail” directors’ and officers’ liability insurance providing coverage for a period of six years from the Effective Date with respect to claims arising from or related to facts or events which occur on or prior to the Effective Date, provided that the total cost of such “tail” directors’ and officers’ liability insurance shall not exceed 300% of the current annual aggregate premium for directors’ and officers’ liability insurance currently maintained by the Company and its subsidiaries.

(a)           The Company shall effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a “Pre-Acquisition Reorganization”), as the Purchaser may reasonably request prior to receipt of the Final Order, and the Plan of Arrangement, if required, shall be modified accordingly; provided that, any such Pre-Acquisition Reorganization shall not become effective until the satisfaction or waiver of all conditions precedent to any transactions contemplated by this Agreement, other than any conditions that by their nature can only be satisfied or waived on the Effective Date.

(b)           The Company shall use its Commercially Reasonable Efforts to obtain all necessary consents, approvals or waivers from any persons to effect each Pre-Acquisition Reorganization, and the Company shall cooperate with the Purchaser in structuring, planning and implementing any such Pre-Acquisition Reorganization. The Purchaser shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least five Business Days prior to the date of the Company Meeting; provided that, notwithstanding anything else herein, the Company need not effect any Pre-Acquisition Reorganization which, in the opinion of the Company’s counsel, acting reasonably, would:

(c)           The Purchaser acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of the Company hereunder has been breached. The Purchaser and the Company shall work cooperatively and use Commercially Reasonable Efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. The Company and its subsidiaries shall not be liable for the failure of the Purchaser to benefit from any anticipated Tax efficiency as a result of a Pre-Acquisition Reorganization.

Article 5
ADDITIONAL AGREEMENTS

(a)           Except as expressly contemplated by this Agreement or to the extent that the Purchaser, in its sole and absolute discretion, has otherwise consented to in writing, until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 6.1, the Company shall not and shall cause its subsidiaries and their respective Representatives to not, directly or indirectly through any other person:

(b)           The Company shall and shall cause its subsidiaries and their respective Representatives to immediately cease and terminate any solicitation, encouragement, discussion, negotiation or other activities with any person (other than the Purchaser, its subsidiaries and their respective Representatives) conducted prior to the date hereof by the Company or any of its Representatives or its subsidiaries and their Representatives with respect to any Acquisition Proposal or any inquiry, proposal or offer that reasonably could be expected to constitute or lead to an Acquisition Proposal and, in connection therewith, the Company will immediately discontinue access to and disclosure of any of its confidential information, including access to any data room, virtual or otherwise, to any person (other than access by the Purchaser and its Representatives) and will as soon as possible, and in any event within two Business Days after the date hereof, request, and use its Commercially Reasonable Efforts to exercise all rights it has (or cause its subsidiaries to exercise any rights that they have) to require the return or destruction of all confidential information regarding the Company or its subsidiaries previously provided in connection therewith to any person other than the Purchaser and its Representatives to the extent such information has not already been returned or destroyed and use Commercially Reasonable Efforts to ensure that such obligations are fulfilled.

(c)           Notwithstanding anything to the contrary contained in Section 5.1(a), in the event that the Company receives a bona fide written Acquisition Proposal from any person after the date hereof and prior to the Company Meeting that was not solicited by the Company and that did not otherwise result from a material breach of this Section 5.1, and subject to the Company’s compliance with Section 5.1(d), the Company and its Representatives may (i) furnish information with respect to it to such person pursuant to an Acceptable Confidentiality Agreement, provided that (x) the Company provides a copy of such Acceptable Confidentiality Agreement to the Purchaser promptly upon its execution, and (y) the person making the Acquisition Proposal is provided with access to such information for a maximum period of 15 Business Days, and (z) the Company contemporaneously provides to the Purchaser any non-public information concerning the Company that is provided to such person which was not previously provided to the Purchaser or its Representatives, and (ii) participate in any discussions or negotiations regarding such Acquisition Proposal; provided, however, that, prior to taking any action described in clauses (i) or (ii) above, the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal would, if consummated in accordance with its terms, constitute a Superior Proposal.

(d)           The Company shall promptly (and, in any event, within 24 hours) notify the Purchaser orally and in writing, of any Acquisition Proposal (whether or not in writing) received by the Company, any inquiry received by the Company that could reasonably be expected to constitute or lead to an Acquisition Proposal, or any request received by the Company for non-public information relating to the Company in connection with an Acquisition Proposal or for access to the properties, books or records of the Company by any person that informs the Company that it is considering making an Acquisition Proposal, including a copy of any written Acquisition Proposal, a description of the material terms and conditions of such inquiry or request and the identity of the person making such Acquisition Proposal, inquiry or request, and promptly provide to the Purchaser such other information concerning such Acquisition Proposal, inquiry or request as the Purchaser may reasonably request, including all material or substantive correspondence relating to such Acquisition Proposal. The Company will keep the Purchaser promptly and fully informed of any material changes to the status, developments and details of any such Acquisition Proposal, inquiry or request, including any modifications or other amendments thereto.

(e)           Except as expressly permitted by this Section 5.1, neither the Company Board, nor any committee thereof shall: (i) make a Change of Recommendation; (ii) accept, approve, endorse or recommend or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal; (iii) permit the Company to accept or enter into, or publicly propose to enter into (or permit any such actions in the case of the Company Board or any committee thereof), any letter of intent, memorandum of understanding or other Contract, agreement in principle, acquisition agreement, merger agreement or similar agreement or understanding (an “Acquisition Agreement”) with respect to any Acquisition Proposal; or (iv) permit the Company to accept or enter into any Contract requiring the Company to abandon, terminate or fail to consummate the Arrangement or providing for the payment of any break, termination or other fees or expenses to any person proposing an Acquisition Proposal in the event that the Company completes the transactions contemplated hereby or any other transaction with the Purchaser or any of its affiliates.

(f)            Notwithstanding anything to the contrary contained in Section 5.1(e), in the event the Company receives a bona fide Acquisition Proposal that that Company Board has determined is a Superior Proposal from any person after the date hereof and prior to the Company Meeting, then the Company Board may, prior to the Company Meeting, make a Change of Recommendation, but only if:

(g)           The Company acknowledges and agrees that during the Superior Proposal Notice Period or such longer period as the Company may approve for such purpose, the Purchaser shall have the right, but not the obligation, to propose to amend the terms of this Agreement and the Arrangement. The Company Board will review in good faith any offer made by the Purchaser to amend the terms of this Agreement and the Arrangement in order to determine, in consultation with its financial advisors and outside legal counsel, whether the proposed amendments would, upon acceptance, result in the Acquisition Proposal that previously constituted a Superior Proposal ceasing to be a Superior Proposal. The Company agrees that, subject to the Company’s disclosure obligations under applicable Securities Laws, the fact of the making of, and each of the terms of, any such proposed amendments shall be kept strictly confidential and shall not be disclosed to any person (including without limitation, the person having made the Superior Proposal), other than the Company’s Representatives, without the Purchaser’s prior written consent. If the Company Board determines that such Acquisition Proposal would cease to be a Superior Proposal as a result of the amendments proposed by the Purchaser, the Company will forthwith so advise the Purchaser and will promptly thereafter accept the offer by the Purchaser to amend the terms of this Agreement and the Arrangement and the Parties agree to take such actions and execute such documents as are necessary to give effect to the foregoing. If the Company Board continues to believe in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal remains a Superior Proposal and therefore rejects the Purchaser’s offer to amend this Agreement and the Arrangement, if any, the Company may, subject to compliance with the other provisions hereof, make a Change of Recommendation.

(h)           Each successive modification of any Acquisition Proposal shall constitute a new Superior Proposal for the purposes of Section 5.1(f) and shall require a new seven (7) full Business Day Superior Proposal Notice Period from the date described in Section 5.1(f)(iii) with respect to such new Acquisition Proposal. In circumstances where the Company provides the Purchaser with notice of a Superior Proposal and all documentation contemplated by Section 5.1(f)(ii) on a date that is less than 12 Business Days prior to the Company Meeting, the Company may, and upon the request of the Purchaser, the Company shall, adjourn or postpone the Company Meeting to, either proceed with or postpone the Company Meeting in accordance with the terms of this Agreement to a date that is not more than seven Business Days after the scheduled date of such Company Meeting, as directed by the Purchaser, provided, however, that the Company Meeting shall not be adjourned or postponed to a date later than the seventh Business Day prior to the Outside Date.

(i)            The Company Board shall reaffirm its recommendation in favour of the Arrangement by news release promptly after (i) the Company Board has determined that any Acquisition Proposal is not a Superior Proposal if the Acquisition Proposal has been publicly announced or made; or (ii) the Company Board makes the determination referred to in Section 5.1(g) that an Acquisition Proposal that has been publicly announced or made and which previously constituted a Superior Proposal has ceased to be a Superior Proposal and the Parties have so amended the terms of this Agreement and the Arrangement. The Purchaser and its outside counsel shall be given an opportunity to review and comment on the form and content of any such news release and the Company shall give consideration to all amendments to such press release requested by the Purchaser and its outside counsel. Such news release shall state that the Company Board has determined that such Acquisition Proposal is not a Superior Proposal.

(j)            The Company will not become a party to any Contract with any person subsequent to the date hereof that limits or prohibits the Company from (i) providing or making available to the Purchaser and its affiliates and Representatives any information provided or made available to such person or its officers, directors, employees, consultants, advisors, agents or other representatives (including solicitors, accountants, investment bankers and financial advisors) pursuant to any confidentiality agreement described in this Section 5.1 or (ii) providing the Purchaser and its affiliates and Representatives with any other information required to be given to it by the Company under this Section 5.1.

(k)           The Company represents and warrants that it has not waived or amended any confidentiality, standstill, non-disclosure or similar agreements, restrictions or covenant to which it or any of its subsidiaries is party. The Company agrees (i) not to release any persons from, or terminate, modify, amend or waive the terms of, any confidentiality agreement or standstill agreement or standstill provisions in any such confidentiality agreement that the Company entered into prior to the date hereof, (ii) to promptly and diligently take all commercially reasonable actions necessary to enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it has entered into prior to the date hereof or enter into after the date hereof. The Company shall forthwith, if provided for in a confidentiality agreement with such person, request the return or destruction of all information provided to any third party that, has entered into a confidentiality agreement with the Company to the extent that such information has not previously been returned or destroyed, and shall use all Commercially Reasonable Efforts to ensure that such requests are honoured.

(l)            Without limiting the generality of the foregoing, the Company shall ensure that its subsidiaries and Representatives are aware of the provisions of this Section 5.1, and the Company shall be responsible for any breach of this Section 5.1 by any of its subsidiaries or Representatives.

(m)          Nothing contained in this Agreement will prevent the Company Board from: (i) complying with Section 2.17 of National Instrument 62-104 – Take-over Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal; or (ii) making any disclosure to Company Securityholders, if the Company Board determines in good faith, after receiving the advice of its legal counsel, that the failure to make such disclosure would be a breach of its fiduciary duties, or would violate Securities Laws or any requirements of the CSE, provided such disclosures are in accordance with the provisions in Section 2.10.

(a)           “Termination Fee Event” means any of the following events:

and both (x) prior to such termination, an Acquisition Proposal shall have been made public or proposed publicly to the Company or the Company Shareholders after the date hereof and prior to the Company Meeting, and (y) the Company shall have either (1) completed any Acquisition Proposal within 12 months after this Agreement is terminated or (2) entered into an Acquisition Agreement in respect of any Acquisition Proposal or the Company Board shall have recommended any Acquisition Proposal, in each case, within 12 months after this Agreement is terminated, and such Acquisition Proposal in either case, as it may be modified or amended, is subsequently completed (whether before or after the expiry of such 18-month period), provided, however, that for the purposes of this paragraph 5.2(a)(i) all references to “20%” in the definition of Acquisition Proposal shall be changed to “50%”; or

(b)           If a Termination Fee Event occurs, the Company shall pay to the Purchaser a termination fee of $4,000,000 (the “Termination Fee”) by wire transfer in immediately available funds to an account specified by the Purchaser as follows:

(c)           Except as otherwise specified herein, each Party will pay its respective legal and accounting costs, fees and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant to this Agreement and any other costs, fees and expenses whatsoever and howsoever incurred, and will indemnify and save harmless the others from and against any claim for any broker’s, finder’s or placement fee or commission alleged to have been incurred as a result of any action by it in connection with the transactions hereunder.

(d)           The Parties acknowledges that the agreements contained in this Section 5.2 are an integral part of the transactions contemplated in this Agreement and that without these agreements the other Party would not enter into this Agreement.

(e)           Each Party acknowledges that all of the payment amounts set out in this Section 5.2 are payments in consideration for the disposition of the Purchaser’s rights under this Agreement and represent liquidated damages which are a genuine pre-estimate of the damages which the Purchaser will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. The Company irrevocably waives any right that it may have to raise as a defence that any such liquidated damages are excessive or punitive. For greater certainty, the Parties agree that the payment of an amount pursuant to this Section 5.2 in the manner provided herein is the sole and exclusive remedy of the Purchaser in respect of the event giving rise to such payment, provided, however, that nothing contained in this Section 5.2, and no payment of any such amount, shall relieve or have the effect of relieving the Company in any way from liability for damages incurred or suffered by the Purchaser as a result of an intentional or wilful breach of this Agreement, including the intentional or wilful making of a misrepresentation in this Agreement and nothing contained in this Section 5.2 shall preclude the Company from seeking injunctive relief in accordance with Section 8.14 to restrain the breach or threatened breach of the covenants or agreements set forth in this Agreement or the Confidentiality Agreement or otherwise to obtain specific performance of any of such acts, covenants or agreements, without the necessity of posting a bond or security in connection therewith.

Article 6
TERMINATION

(a)           Termination by Mutual Consent. This Agreement may be terminated at any time prior to the Effective Time by mutual written consent of the Company and the Purchaser.

(b)           Termination by either the Company or the Purchaser. This Agreement may be terminated by either the Company or the Purchaser at any time prior to the Effective Time if:

(c)           Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if:

(d)           Termination by the Company. This Agreement may be terminated by the Company at any time prior to the Effective Time subject to compliance with Section 6.3, if:

If this Agreement is terminated pursuant to Section 6.1, this Agreement shall become void and of no force and effect and no Party will have any liability or further obligation to the other Party hereunder, except that (i) any liability of the Company to pay a Termination Fee that is unpaid at the time of termination of the Agreement and (ii) the provisions of Section 4.2, Section 5.2, this Section 6.2 and Article 8 (other than Section 8.6 and Section 8.9), shall survive any termination hereof pursuant to Section 6.1, provided, however, that neither the termination of this Agreement nor anything contained in Section 5.2 or this Section 6.2 will relieve any Party from any liability for any intentional or wilful breach by it of this Agreement, including any intentional or wilful making of a misrepresentation in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination hereof pursuant to Section 6.1.

If any Party determines at any time prior to the Effective Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such Party will so notify the other Party forthwith upon making such determination in order that the other Party will have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Neither the Company nor the Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Article 7 hereof or exercise any termination right arising therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and in any event prior to the Effective Time the Party intending to rely thereon has given a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is given, provided that the other Party is proceeding diligently to cure such matter, if such matter is susceptible to being cured, the Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 10 Business Days from such notice. If such notice has been given prior to the date of the Company Meeting, such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such period (without causing any breach of any other provision contained herein).

Article 7
CONDITIONS PRECEDENT

The respective obligations of the Parties to complete the Arrangement are subject to the satisfaction, or mutual waiver by the Parties, on or before the Effective Date, of each of the following conditions, each of which are for the mutual benefit of the Parties and which may be waived, in whole or in part, by the mutual consent of the Purchaser and the Company at any time:

The obligation of the Company to complete the Arrangement will be subject to the satisfaction or waiver by the Company, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of the Company and which may be waived by the Company at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that the Company may have:

The obligation of the Purchaser to complete the Arrangement will be subject to the satisfaction, or waiver by the Purchaser, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of the Purchaser and which may be waived by the Purchaser at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that the Purchaser may have:

Article 8
GENERAL

Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or by electronic mail addressed to the recipient as follows:

Canopy Growth Corporation 

1 Hershey Drive 

Smiths Falls, ON K7A 0A8 

Attention:             Legal 

E-mail:                  [***]

with a copy (which will not constitute notice) to:

Cassels Brock & Blackwell LLP
40 Temperance Street, Suite 3200 

Toronto, Ontario M5H 0B4

Attention:             Jonathan Sherman
Email:                    [email protected]

1773 Bayly Street 

Pickering, ON L1W 2Y7

Attention:             Michael Perron 

E-mail:                  [***]

with a copy (which will not constitute notice) to:

Farris LLP 

25th Floor, 700 W Georgia St. 

Vancouver, British Columbia V7Y 1B3

Attention:             Daniel Everall 

E-mail:                  [email protected]

or to such other street address, individual or electronic communication number or address as may be designated by notice given by either Party to the other. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic mail, on the day of transmittal thereof if given during the normal business hours of the recipient and on the next Business Day if not given during such hours on any day.

The Company agrees that the Purchaser may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, a wholly-owned direct or indirect subsidiary of the Purchaser, provided that the Purchaser shall continue to be liable jointly and severally with such subsidiary for all obligations hereunder. Subject to the foregoing, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Party.

This Agreement will enure to the benefit of and be binding upon the respective successors (including any successor by reason of amalgamation or statutory arrangement) and permitted assigns of the Parties.

The Parties agree that nothing in this Agreement will not benefit or create any right or cause of action in favour of any person, other than the Parties and that no person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum other than (i) as expressly provided in Section 4.8(c) and Section 4.9 which, without limiting its terms, are intended for the benefit of the Eligible Company Optionholders in the case of Section 4.8(c) and the present and former directors and officers of the Company and its subsidiaries in the case of Section 4.9; and (ii) after the Effective Date, the rights of Company Securityholders to receive amounts payable pursuant to this Agreement or the Plan of Arrangement (collectively, with the Eligible Company Optionholders and present and former directors and officers of the Company and its subsidiaries referred to in Section 8.4(i), the “Third-Party Beneficiaries”). The Parties acknowledge to each of the Third-Party Beneficiaries their direct rights against the applicable Party under Section 4.8(c) and Section 4.9, which are intended for the benefit of, and shall be enforceable by, each Third-Party Beneficiary, his or her heirs, executors, administrators and legal representatives, and for such purpose, the Company shall hold the rights and benefits of Section 4.8(c) and Section 4.9 in trust for and on behalf of the Third-Party Beneficiaries and the Company hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of the Third-Party Beneficiaries.

Time is of the essence of this Agreement.

No Party shall issue any press release or otherwise make written public statements with respect to the Arrangement or this Agreement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Company shall not make any filing with any Governmental Authority with respect to the Arrangement or the transactions contemplated hereby without the prior written consent of the Purchaser.

This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising under and in relation to this Agreement or the Arrangement and waives, to the fullest extent possible, the defence of an inconvenient forum or any similar defence to the maintenance of proceedings in such courts.

This Agreement constitutes, together with the Confidentiality Agreement, the entire agreement between the Parties with respect to the subject matter hereof and thereof. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties with respect thereto except as expressly set forth in this Agreement and the Confidentiality Agreement.

(a)           Subject to the terms of the Interim Order, the Plan of Arrangement and applicable Laws, this Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended by written agreement of the Parties without, subject to applicable Laws, further notice to or authorization on the part of the Company Shareholders, and any such amendment may, without limitation:

provided, however, that no such amendment may reduce or materially affect the consideration to be received by the Company Shareholders under the Arrangement without their approval at the Company Meeting or, following the Company Meeting, without their approval given in the same manner as required by applicable Laws for the approval of the Arrangement as may be required by the Court.

(b)           Notwithstanding the foregoing, the Plan of Arrangement may only be supplemented or amended in accordance with the provisions thereof.

Any Party may (a) waive, in whole or in part, any inaccuracy of, or consent to the modification of, any representation or warranty made to it hereunder or in any document to be delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other Parties (c) waive or consent to the modification of any of the covenants herein contained for its benefit or waive or consent to the modification of any of the obligations of the other Parties hereto or (d) waive the fulfillment of any condition to its own obligations contained herein. No waiver or consent to the modifications of any of the provisions of this Agreement will be effective or binding unless made in writing and signed by the Party or Parties purporting to give the same and, unless otherwise provided, will be limited to the specific breach or condition waived. The rights and remedies of the Parties hereunder are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a Party of any right or remedy precludes or otherwise affects any further exercise of such right or remedy or the exercise of any other right or remedy to which that Party may be entitled. No waiver or partial waiver of any nature, in any one or more instances, will be deemed or construed a continued waiver of any condition or breach of any other term, representation or warranty in this Agreement.

If any provision of this Agreement is determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Notwithstanding the fact that any part of this Agreement has been drafted or prepared by or on behalf of one of the Parties, all Parties confirm that they and their respective counsel have reviewed and negotiated this Agreement and that the Parties have adopted this Agreement as the joint agreement and understanding of the Parties, and the language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and the Parties waive the application of any Laws or rule of construction providing that ambiguities in any agreement or other document will be construed against the Party drafting such agreement or other document and agree that no rule of construction providing that a provision is to be interpreted in favour of the person who contracted the obligation and against the person who stipulated it will be applied against any Party.

Subject to the provisions of this Agreement, the Parties will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other Parties may, either before or after the Effective Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement and, in the event the Arrangement becomes effective, to document or evidence any of the transactions or events set out in the Plan of Arrangement.

Subject to Section 5.2(e), the Parties agree that irreparable harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached for which money damages would not be an adequate remedy at law. It is accordingly agreed that the Parties will be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement, any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief hereby being waived.

(a)            No director, officer or employee of the Purchaser will have any personal liability to the Company under this Agreement or any other document delivered in connection with this Agreement or the Arrangement on behalf of the Purchaser.

(b)            No director, officer or employee of the Company will have any personal liability to the Purchaser under this Agreement or any other document delivered in connection with this Agreement or the Arrangement on behalf of the Company.

This Agreement may be executed and delivered in any number of counterparts (including by electronic transmission), each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.

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IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Schedule A
Form of Plan of Arrangement

PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 192
OF THE CANADA BUSINESS CORPORATIONS ACT

Article 1
DEFINITIONS AND INTERPRETATION

In this Plan of Arrangement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“affiliate” has the meaning ascribed thereto under the Securities Act (Ontario);

“Anti-Dilution Shares” means the Anti-Dilution Event Consideration Shares as defined in Section 2.2(a)(ii) in the Share Exchange Agreement;

“Arrangement” means the arrangement of the Company under Section 192 of the CBCA on the terms and subject to the conditions set forth in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.9 of the Arrangement Agreement and this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Purchaser and the Company, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated December 14, 2025 between the Company and the Purchaser to which this Plan of Arrangement is attached as Schedule A, together with the Schedules attached thereto, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms of thereof;

“Arrangement Resolution” means the special resolution to be considered, and, if thought advisable, passed by the Company Shareholders at the Company Meeting to approve the Arrangement, substantially in the form of Schedule B to the Arrangement Agreement;

“Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement to be filed with the Director in compliance with the CBCA after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in form and content satisfactory to the Company and the Purchaser, each acting reasonably;

“Business Day” means any day, other than a Saturday, a Sunday or any other day on which commercial banking institutions in Toronto, Ontario or Vancouver, British Columbia are authorized or required by applicable Law to be closed;

“Canadian Resident” means a person that, immediately prior to the Effective Time, is a resident of Canada for the purposes of the Tax Act and any applicable income tax treaty or convention;

“Cash Consideration” means $0.144 in cash for each Company Share;

“CBCA” means the Canada Business Corporations Act, and includes any successor thereto;

“Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA in respect of the Articles of Arrangement;

“Circular” means the notice of meeting and accompanying management information circular (including all schedules, appendices and exhibits thereto) to be sent to the Company Shareholders in connection with the Company Meeting, including any amendments or supplements thereto;

“Company” means MTL Cannabis Corp., a corporation existing under the federal laws of Canada;

“Company Archerwill Debenture Warrants” means the 1,733,333 warrants of the Company, each exercisable to acquire one Company Share until August 5, 2027 at an exercise price of $0.74737 per Company Share, subject to adjustment in accordance with their terms;

“Company Archerwill Prepayment Warrants” means the 16,640,858 warrants of the Company, each exercisable to acquire one Company Share until August 5, 2027 at an exercise price of $0.5749 per Company Share, subject to adjustment in accordance with their terms;

“Company Compensation Option Holder” means a holder of one or more Company Compensation Options;

“Company Compensation Options” means the 220,360 compensation options of the Company, each exercisable to acquire one Company Unit until September 19, 2028 at an exercise price of $0.65 per Company Unit, subject to adjustment in accordance with their terms;

“Company DSU Holder” means a holder of one or more Company DSUs;

“Company DSUs” means all deferred share units of the Company outstanding immediately prior to the Effective Time granted pursuant to or otherwise subject to the Company Incentive Plan;

“Company Incentive Plan” means the Long-Term Incentive Plan of the Company approved by the Company Board on June 6, 2025;

“Company In-The-Money Option” means a Company Option having a Company Option In-The-Money Amount;

“Company In-The-Money Warrant” means a Company Warrant having a Company Warrant In-The-Money Amount;

“Company March 2020 Warrants” means the 3,244,757 warrants of the Company, each exercisable to acquire one Company Share until December 31, 2026 at an exercise price of $1.50 per Company Share, subject to adjustment in accordance with their terms;

“Company Meeting” means the special meeting of the Company Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought advisable, approving the Arrangement Resolution;

“Company Option In-The-Money Amount” in respect of a Company Option means the amount, if any, by which the total fair market value of the Company Share, which will be equal to the closing price of Company Shares on the CSE on the last trading day immediately prior to the Effective Date, that a holder is entitled to acquire on exercise of the Company Option immediately prior to the Effective Time exceeds the exercise price to acquire the Company Share issuable pursuant to the Company Option;

“Company Optionholder” means a holder of one or more Company Options;

“Company Option Plan” means the Amended and Restated Stock Option Plan of the Company approved by the Company Shareholders on July 28, 2023;

“Company Options” means all options to acquire Company Shares outstanding immediately prior to the Effective Time granted pursuant to or otherwise subject to the Company Option Plan

“Company Option Shares” means the Company Shares to be issued to holders of Company In-The-Money Options pursuant to Section 3.1(f) of the Plan of Arrangement;

“Company Out-Of-The-Money Option” means a Company Option that is not a Company In-The-Money Option;

“Company Out-Of-The-Money Warrant” means a Company Warrant that is not a Company In-The-Money Warrant;

“Company RSU Holder” means a holder of one or more Company RSUs;

“Company RSUs” means all restricted share units of the Company outstanding immediately prior to the Effective Time granted pursuant to or otherwise subject to the Company Incentive Plan;

“Company Securityholders” means, collectively, Company Shareholders, Company RSU Holders, Company DSU Holders, Company Warrant Holders, Company Optionholders and Company Compensation Option Holders;

“Company September 2025 Warrants” means the 1,652,669 warrants of the Company, each exercisable to acquire one Company Share until September 19, 2028 at an exercise price of $0.98 per Company Share, subject to adjustment in accordance with their terms;

“Company Shareholder” means a holder of one or more Company Shares;

“Company Shares” means the common shares without par value in the capital of the Company;

“Company Unit” means a unit of the Company comprised of one Company Share and one half of one Company Unit Warrant;

“Company Unit Warrant” means a warrant of the Company exercisable to acquire one Company Share until September 19, 2028 at an exercise price of $0.98 per Company Share, subject to adjustment in accordance with its terms;

“Company Warrant Holder” means a holder of one or more Company Warrants;

“Company Warrant In-The-Money Amount” in respect of a Company Warrant means the amount, if any, by which the total fair market value of the Company Share, which will be equal to the closing price of Company Shares on the CSE on the last trading day immediately prior to the Effective Date, that a holder is entitled to acquire on exercise of the Company Warrant immediately prior to the Effective Time exceeds the exercise price to acquire the Company Share issuable pursuant to the Company Warrant;

“Company Warrant Shares” means the Company Shares to be issued to holders of Company In-The-Money Warrants pursuant to Section 3.1(e) of the Plan of Arrangement;

“Company Warrants” means, collectively, the Company Archerwill Debenture Warrants, the Company Archerwill Prepayment Warrants, the Company March 2020 Warrants and the Company September 2025 Warrants;

“Consideration” means the consideration to be received pursuant to the Plan of Arrangement in respect of each Company Share, consisting of (i) the Share Consideration and (ii) the Cash Consideration;

“Consideration Shares” means the Purchaser Shares to be issued as Share Consideration pursuant to the Arrangement;

“Court” means the Supreme Court of British Columbia, sitting in Vancouver, British Columbia, or other court as applicable;

“CRA” means the Canada Revenue Agency;

“CSE” means the Canadian Securities Exchange;

“Depositary” means Odyssey Trust Company or any other trust company, bank or other financial institution agreed to in writing by the Company and the Purchaser for the purpose of, among other things, exchanging certificates representing Company Shares for the Consideration in connection with the Arrangement;

“Director” means the Director appointed pursuant to Section 260 of the CBCA:

“Dissent Rights” has the meaning specified in Section 5.1;

“Dissent Shares” means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

“Dissenting Shareholder” means a registered Company Shareholder that has duly and validly exercised Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder;

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

“Effective Time” means 12:01 a.m. on the Effective Date, or such other time as the Purchaser and the Company may agree to in writing before the Effective Date;

“Eligible Holder” means a Canadian Resident (other than a Tax Exempt Person), or an Eligible Non-Resident;

“Eligible Non-Resident” means a Non-Resident Shareholder whose Company Shares are “taxable Canadian property” and not “treaty-protected property”, in each case as defined in the Tax Act;

“Exchange Ratio” means the number of Purchaser Shares to be issued for each Company Share pursuant to Section 3.1(g);

“Final Order” means the final order of the Court approving the Arrangement under Section 192 of the CBCA, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment, modification, supplement or variation is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied;

“Former Company DSU Holders” means, at and following the Effective Time, the holders of Company DSUs immediately prior to the Effective Time;

“Former Company In-The-Money Optionholders” means, at and following the Effective Time, the holders of Company In-The-Money Options immediately prior to the Effective Time;

“Former Company In-The-Money Warrant Holder” means, at and following the Effective Time, the holders of Company In-The-Money Warrants immediately prior to the Effective Time;

“Former Company RSU Holders” means, at and following the Effective Time, the holders of Company RSUs immediately prior to the Effective Time;

“Former Company Shareholders” means, at and following the Effective Time, the holders of Company Shares immediately prior to the Effective Time;

“Former Company Warrant Holders” means, at and following the Effective Time, the holders of Company Warrants immediately prior to the Effective Time;

“Interim Order” means the interim order of the Court to be issued following the application therefor submitted to the Court pursuant to Section 192 of the CBCA, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of both the Company and the Purchaser, each acting reasonably;

“Laws” means all laws, statutes, codes, ordinances (including zoning), decrees, rules, regulations, by-laws, notices, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, settlements, writs, assessments, arbitration awards, rulings, determinations or awards, decrees or other requirements of any Governmental Authority having the force of law and any legal requirements arising under the common law or principles of law or equity and the term “applicable” with respect to such Laws and, in the context that refers to any person, means such Laws as are applicable at the relevant time or times to such person or its business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over such person or its business, undertaking, property or securities;

“Letter of Transmittal” means the letter of transmittal to be delivered by the Company to Company Shareholders for use in connection with the Arrangement;

“MC Shareholder Consideration” means 2,956,391 Purchaser Shares to be issued to the MC Shareholders with such Purchaser Shares subject to transfer restrictions for a period of 18 months following the Effective Date; provided that, any exercise of the Company Archerwill Prepayment Warrants prior to the Effective Date shall result in an automatic and proportionate reduction to the MC Shareholder Consideration in so far as an MC Shareholder receives Anti-Dilution Shares;

“MC Shareholders” means, collectively, the David Bow Family Trust, the Michael Rancourt Family Trust, the Michel Clément Family Trust, the Richard Clément Family Trust and the Massimo Caporusso Family Trust (2021);

“Non-Resident” means a person that, immediately prior to the Effective Time, is not, and is not deemed to be, a resident of Canada for the purposes of the Tax Act and any applicable income tax treaty or convention;

“Non-Resident Shareholder” means a Company Shareholder that is a Non-Resident or a partnership of which a Non-Resident is a member;

“Plan” or “Plan of Arrangement” means this plan of arrangement proposed under Section 192 of the CBCA, as amended, modified or supplemented from time to time in accordance with the terms hereof and Section 8.9 of the Arrangement Agreement, or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

“Purchaser” means Canopy Growth Corporation, a corporation incorporated under the federal laws of Canada;

“Purchaser Equity Incentive Plan” means the Omnibus Equity Incentive Plan of the Purchaser as approved by shareholders of the Purchaser on September 25, 2023, as the same may be amended, supplemented or restated in accordance therewith, prior to the Effective Time.

“Purchaser Shares” means common shares in the capital of the Purchaser;

“Purchaser Unit” means a unit of the Purchaser comprised of one Purchaser Share and one half of one Purchaser Unit Warrant;

“Purchaser Unit Warrant” means a warrant of the Purchaser exercisable to acquire one Purchaser Share until September 19, 2028 at an exercise price of $2.61 per Purchaser Share, subject to adjustment in accordance with its terms;

“Release” has the meaning specified in Section 3.1(a);

“Replacement Compensation Option” has the meaning specified in Section 3.1(i);

“Replacement Option” has the meaning specified in Section 3.1(h);

“Replacement Warrant” has the meaning specified in Section 3.1(i);

“Section 85 Election” has the meaning specified in Section 4.1(f);

“Share Consideration” means 0.32 of a Purchaser Share for each Company Share;

“Share Exchange Agreement” means the Second Restated Share Exchange Agreement dated June 28, 2023, among the Company, Montreal Cannabis Medical Inc., Michel Clément, Richard Clément and the MC Shareholders;

“Tax Act” means the Income Tax Act (Canada), as amended, and the regulations promulgated thereunder;

“Tax Exempt Person” means a person who is exempt from tax under Part I of the Tax Act; and

“U.S. Securities Act” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

Any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the CBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the CBCA unless the context otherwise requires.

The division of this Plan of Arrangement into articles, sections, subsections and subparagraphs and the insertion of headings are for convenience of reference only and shall not affect the construction, meaning or interpretation of this Plan of Arrangement. Unless reference is specifically made to some other document or instrument, all references herein to articles, sections, subsections and subparagraphs are to articles, sections, subsections and subparagraphs of this Plan of Arrangement, and use of the terms “herein”, “hereof” and “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion of this Plan of Arrangement.

Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa; words importing any gender shall include all genders; and words importing persons shall include individuals, partnerships, associations, corporations, funds, unincorporated organizations, trusts, estates, trustees, executors, administrators, legal representatives, governments (including any Governmental Authority), regulatory authorities, syndicate or other entities, whether or not having legal status.

In the event that the date on which any action is required to be taken hereunder by any of the parties hereto is not a business day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a business day in such place.

References in this Plan of Arrangement to any statute or sections thereof shall include such statute and all rules and regulations made or promulgated thereunder, as it or they may have been or may from time to time be amended, substituted or re-enacted, unless stated otherwise.

In this Plan of Arrangement, unless otherwise stated, all references to sums of money are expressed in lawful money of Canada.

This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Time shall be of the essence in every matter or action contemplated hereunder. All references to time are to local time, Vancouver, British Columbia.

Article 2
ARRANGEMENT AGREEMENT

This Plan of Arrangement constitutes an Arrangement under Section 192 of the CBCA and is made pursuant to, and is subject to the provisions of, the Arrangement Agreement.

At the Effective Time, this Plan of Arrangement and the Arrangement shall, without any further authorization, act or formality on the part of any person, become effective and be binding upon the Purchaser, the Company, the Depositary, all registered and beneficial holders of Company Shares, including Dissenting Shareholders, all registered and beneficial holders of Company RSUs, Company DSUs, Company Warrants, Company Options and Company Compensation Options, the MC Shareholders, the registrar and transfer agent in respect of the Company Shares, and all other persons.

The Articles of Arrangement and the Certificate of Arrangement shall be filed and issued, respectively, with respect to this Arrangement in its entirety. The Certificate of Arrangement shall be conclusive evidence that the Arrangement has become effective and that each of the provisions in Section 3.1 has become effective in the sequence and at the times set out therein.

Article 3
ARRANGEMENT

Commencing and effective as at the Effective Time, each of the events set out below shall occur and shall be deemed to occur sequentially in the following order without any further act or formality required on the part of any person, except as otherwise expressly provided herein, effective as at five-minute intervals starting at the Effective Time:

The exchanges and cancellations provided for in this Section 3.1 shall be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.

Article 4
CERTIFICATES AND PAYMENTS

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Company Shares that were transferred pursuant to Section 3.1(g) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s duly completed and executed Letter of Transmittal. When authorizing such payment or delivery in exchange for any lost, stolen or destroyed certificate, the person to whom such Consideration is to be delivered shall as a condition precedent to the delivery of such Consideration, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Purchaser and the Company in a manner satisfactory the Purchaser and the Company, each acting reasonably, against any claim that may be made against the Purchaser and the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

In no event shall any holder of Company Shares or any of the MC Shareholders be entitled to a fractional Purchaser Share. Where the aggregate number of Purchaser Shares to be issued to a Company Shareholder as Share Consideration or an MC Shareholder as MC Shareholder Consideration under this Plan of Arrangement would result in a fraction of a Purchaser Share being issuable, then the number of Purchaser Shares to be issued to such Company Shareholder or MC Shareholder, as applicable, shall be rounded down to the nearest whole number and no compensation shall be issued in lieu of the issuance of a fractional Purchaser Share.

In no event shall any holder of Company Shares be entitled to a fractional Cash Consideration. Where the aggregate amount of Cash Consideration to be paid to a Company Shareholder as Cash Consideration under this Plan of Arrangement would result in a fraction of a cent being paid, then the aggregate amount of Cash Consideration owing to such Company Shareholder shall be rounded down to the nearest whole cent.

All dividends and distributions made after the Effective Time with respect to any Purchaser Shares allotted and issued pursuant to this Arrangement but for which a certificate has not been issued shall be paid or delivered to the Depositary to be held by the Depositary in trust for the holder of such Purchaser Shares. All monies received by the Depositary shall be invested by it in interest bearing trust accounts upon such terms as the Depositary may reasonably deem appropriate. Subject to this Section 4.5, the Depositary shall pay and deliver to any such holder, as soon as reasonably practicable after application therefor is made by such holder to the Depositary in such form as the Depositary may reasonably require, such dividends and distributions and any interest thereon to which such holder is entitled pursuant to the Arrangement, net of any applicable withholding and other taxes.

If any Former Company Shareholder fails to deliver to the Depositary the certificates, documents or instruments required to be delivered to the Depositary under Section 4.1 in order for such Former Company Shareholder to receive the Consideration which such former holder is entitled to receive pursuant to Section 3.1, on or before the third anniversary of the Effective Date, on the third anniversary of the Effective Date: (a) such former holder will be deemed to have donated and forfeited to the Purchaser or its successor any Consideration held by the Depositary in trust for such former holder to which such former holder is entitled and (b) any certificate representing Company Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to the Purchaser and will be cancelled. Neither the Company nor the Purchaser, or any of their respective successors, will be liable to any person in respect of any Consideration (including any consideration previously held by the Depositary in trust for any such former holder) which is forfeited to the Company or the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law.

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Company Shares, Company RSUs, Company DSUs, Company Warrants, Company Options and Company Compensation Options issued prior to the Effective Time; (b) the rights and obligations of the Company Securityholders (other than the Purchaser or any of its affiliates), the MC Shareholders, the Company, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement and the Arrangement Agreement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Company Shares, Company RSUs, Company DSUs, Company Warrants, Company Options, Company Compensation Options, the Share Exchange Agreement or the Anti-Dilution Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

Article 5
DISSENTING SHAREHOLDERS

Article 6
AMENDMENTS

Article 7
FURTHER ASSURANCES

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Company and the Purchaser shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to implement this Plan of Arrangement and to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

Article 8
U.S. SECURITIES LAW EXEMPTION

Notwithstanding any provision herein to the contrary, the Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable best efforts to ensure that, all: (a) Company Shares to be issued to holders of (i) Company RSUs pursuant to Section 3.1(c); (ii) Company DSUs pursuant to Section 3.1(d); (iii) Company In-The-Money Warrants pursuant to Section 3.1(e); and (iii) Company-In-The-Money Options pursuant to Section 3.1(f) (b) Consideration Shares to be issued in exchange for Company Shares (including those Company Shares issued pursuant to Sections 3.1(c), Section 3.1(d), Section 3.1(e) and Section 3.1(f)); (c) Replacement Options to be issued to holders of Company Out-Of-The-Money Options in exchange for Company Out-Of-The-Money Options pursuant to Section 3.1(h); (d) Replacement Warrants to be issued to Company Warrant Holders in exchange for Company Out-Of-The-Money Warrants pursuant to Section 3.1(i); (e) Replacement Compensation Options to be issued to Company Compensation Option Holders in exchange for Company Compensation Options pursuant to Section 3.1(j) and (f) MC Shareholder Consideration to be issued in exchange for the Release pursuant to Section 3.1(k), whether in the United States, Canada or any other country, will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and similar exemptions under applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement and this Plan of Arrangement. Holders of Company Out-Of-The-Money Options entitled to receive Replacement Options, Company Warrant Holders entitled to receive Replacement Warrants and Company Compensation Option Holders entitled to receive Replacement Compensation Options will be advised that the exemption provided by the U.S. Securities Act pursuant to Section 3(a)(10) thereof, will not be available for the issuance of any Purchaser Shares, Purchaser Units and Purchaser Unit Warrants, as applicable, issuable upon the exercise of the Replacement Options, Replacement Warrants, Replacement Compensation Options and Purchaser Unit Warrants, as applicable, if any. The Purchaser Shares, Purchaser Units and Purchaser Unit Warrants, as applicable, issuable upon the exercise of the Replacement Options, Replacement Warrants, Replacement Compensation Options or Purchaser Unit Warrants, if any, may be issued only pursuant to an available exemption or exclusion from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Schedule B
Arrangement Resolution

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT: