SMITHS
FALLS, ON, June 30, 2022 /PRNewswire/ - Canopy
Growth Corporation ("Canopy Growth" or the "Company")
(TSX: WEED) (NASDAQ: CGC) announced today that, further to its
press release dated June 29, 2022, it
has entered into an additional privately negotiated exchange
agreement (the "Exchange Agreement") with a holder (the
"Noteholder") of the Company's outstanding 4.25% unsecured
senior notes due 2023 (the "Notes"), to acquire
approximately C$7.25 million
(approximately USD$5.6 million)
aggregate principal amount of the Notes from the Noteholders in
exchange for common shares of the Company (the "Canopy
Shares") and approximately C$140,000 (approximately USD$110,000) in cash for accrued and unpaid
interest (the "Cash Payment").
Transaction Details
In accordance with the terms of the Exchange Agreement, Canopy
Growth has agreed to acquire the Notes from the Noteholder for an
aggregate purchase price (excluding accrued and unpaid interest
which will be paid in cash as part of the Cash Payment) of
C$7.17 million (approximately
USD$5.5 million) (the "Purchase
Price"), which will be payable in such number of Canopy Shares
(the "Share Consideration") as is equal to the Purchase
Price divided by the volume-weighted average trading price (the
"VWAP") of the Canopy Shares on the Nasdaq Global Select
Market (the "Nasdaq") for the 10 consecutive trading days
beginning on, and including, June 30,
2022 (the "Averaging Price" and such period of time
being the "Averaging Period"), subject to a floor price of
US$2.50 (the "Floor Price") and a
maximum price equal to US$3.50, which
is the closing price of the Canopy Shares on the Nasdaq on
June 29, 2022 (the "Market
Price").
The Share Consideration will be satisfied by the issuance of
Canopy Shares in up to two tranches as follows: (a) on the initial
closing, 1,589,260 Canopy Shares (the "Initial Closing
Shares") will be issued to the Noteholder; and (b) in the event
that the Averaging Price calculated over the Averaging Period is
less than the Market Price, on or about July
18, 2022 (the "Final Closing"), up to such number of
Canopy Shares as is equal to the excess of the Purchase Price
divided by the Averaging Price over the Initial Closing Shares.
In the event that the daily VWAP of the Canopy Shares on the
Nasdaq during the Averaging Period (a) exceeds the Market Price,
then the daily VWAP for such trading day will instead be deemed to
be the Market Price; or (b) is less than the Floor Price, then the
daily VWAP for such trading day will instead be deemed to be the
Floor Price, such that in no circumstances will more than 2,224,965
Canopy Shares be issuable pursuant to the Noteholder.
Together with the exchange agreements (the "Other Exchange
Agreements") entered into prior to the announcement on
June 29, 2022 (collectively, the
"Transaction"), a minimum of 35,662,420 Canopy Shares have
been or will be issued. Pursuant to the terms of the Exchange
Agreement and the Other Exchange Agreements, in no circumstances
will more than 80,629,270 Canopy Shares be issuable pursuant to the
Transaction.
The Transactions are being conducted as private placements, and
any Canopy Shares to be issued in the Transaction will be issued
pursuant to the exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"),
afforded by Section 4(a)(2) of the Securities Act in transactions
not involving any public offering. This press release is neither an
offer to sell nor a solicitation of an offer to buy any securities
described above, nor will there be any offer, solicitation or sale
of any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Canopy Growth
Canopy Growth (TSX:WEED, NASDAQ:CGC) is a world-leading
diversified cannabis and cannabinoid-based consumer product
company, driven by a passion to improve lives, end prohibition, and
strengthen communities by unleashing the full potential of
cannabis. Leveraging consumer insights and innovation, Canopy
Growth offers product varieties in high-quality dried flower, oil,
softgel capsule, infused beverage, edible, and topical formats, as
well as vaporizer devices by Canopy Growth and industry-leader
Storz & Bickel. Canopy Growth's global medical brand, Spectrum
Therapeutics, sells a range of full-spectrum products using its
colour-coded classification system and is a market leader in both
Canada and Germany. Through Canopy Growth's award-winning
Tweed and Tokyo Smoke banners, Canopy Growth reaches its adult-use
consumers and has built a loyal following by focusing on top
quality products and meaningful customer relationships. Canopy
Growth has entered into the health and wellness consumer space in
key markets including Canada,
the United States, and
Europe through BioSteel sports
nutrition, and This Works skin and sleep solutions; and has
introduced additional hemp derived CBD products to the United States through its First & Free
and Martha Stewart CBD brands. Canopy Growth has an established
partnership with Fortune 500 alcohol leader Constellation
Brands.
Notice Regarding Forward-Looking Information
This news release contains "forward-looking statements"
within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and "forward-looking information"
within the meaning of applicable Canadian securities legislation.
Often, but not always, forward-looking statements and information
can be identified by the use of words such as "plans", "expects" or
"does not expect", "is expected", "estimates", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or state that certain actions,
events or results "may", "could", "would", "might" or "will" be
taken, occur or be achieved. Forward-looking statements or
information involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements of the Company or its subsidiaries to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements or
information contained in this news release. Examples of such
statements and uncertainties include statements with respect to
the benefits of the debt repurchase, the anticipated date of
issuance of the Initial Closing Shares, the anticipated date of the
issuance of any additional Canopy Shares following the Averaging
Period and expectations for other economic, business, and/or
competitive factors.
Risks, uncertainties and other factors involved with
forward-looking information could cause actual events, results,
performance, prospects and opportunities to differ materially from
those expressed or implied by such forward-looking information,
including inherent uncertainty associated with projections; the
diversion of management time on Transaction-related issues;
expectations regarding future investment, growth and expansion of
operations; regulatory and licensing risks; changes in general
economic, business and political conditions, including changes in
the financial and stock markets and the impacts of increased rates
of inflation; legal and regulatory risks inherent in the cannabis
industry, including the global regulatory landscape and enforcement
related to cannabis, political risks and risks relating to
regulatory change; risks relating to anti-money laundering laws;
compliance with extensive government regulation and the
interpretation of various laws regulations and policies; public
opinion and perception of the cannabis industry; and such other
risks contained in the public filings of the Company filed with
Canadian securities regulators and available under the Company's
profile on SEDAR at www.sedar.com and with the United
States Securities and Exchange Commission through EDGAR at
www.sec.gov/edgar, including the Company's annual report
on Form 10-K for the year ended March 31,
2022.
In respect of the forward-looking statements and information,
the Company has provided such statements and information in
reliance on certain assumptions that they believe are reasonable at
this time. Although the Company believes that the assumptions and
factors used in preparing the forward-looking information or
forward-looking statements in this news release are reasonable,
undue reliance should not be placed on such information and no
assurance can be given that such events will occur in the disclosed
time frames or at all. Should one or more of the foregoing risks or
uncertainties materialize, or should assumptions underlying the
forward-looking information prove incorrect, actual results may
vary materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. Although the Company
has attempted to identify important risks, uncertainties and
factors which could cause actual results to differ materially,
there may be others that cause results not to be as anticipated,
estimated or intended. The forward-looking information and
forward-looking statements included in this news release are made
as of the date of this news release and the Company does not
undertake any obligation to publicly update such forward-looking
information or forward-looking information to reflect new
information, subsequent events or otherwise unless required by
applicable securities laws.
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SOURCE Canopy Growth Corporation