Canopy Growth Corporation

As of March 31, 2026, our material owned or leased properties consisted of the following:

Facility Location · Type · Property Owned/Leased

CANADA

Smiths Falls, Ontario · Production / processing, manufacturing, distribution, research and development, corporate Licensed for cultivation · Owned, subject to mortgage in favor of Wilmington Trust, National Association, in connection with the Credit Facility

Kincardine, Ontario · Cultivation · Owned, subject to mortgage in favor of Wilmington Trust, National Association, in connection with the Credit Facility

551 Rue Saint-Marc, Louiseville, QC J5V 2L4 · Cannabis cultivation facility of ISOCANMED INC. · Owned

815 Avenue Tecumseh, Pointe-Claire, QC H9R 0B6 · Cannabis cultivation, processing, packaging and fulfillment facility of MTL Cannabis Corp. · Leased

4225 Autoroute Transcanadienne, Pointe-Claire, QC H9R 1B4 · Cannabis processing, packaging, distribution and medical fulfillment operations facility of MTL Cannabis Corp. · Leased

EUROPE

Tuttlingen, Germany · Corporate, manufacturing (Storz & Bickel) · Owned

Sankt Leon-Rot, Germany · Production, distribution · Leased

• Controlled substance and other legislation and treaties may restrict or limit our ability to research, manufacture and develop a commercial market for our products outside of the jurisdictions in which we currently operate and our expansion into additional jurisdictions is subject to risks.
• We are subject to risks relating to our current and future operations in emerging markets.
• In the past, we have identified conditions and events that raised substantial doubt about our ability to continue as a going concern and it is possible that we may identify conditions and events in the future that raise substantial doubt about our ability to continue as a going concern.
• Risks related to Canopy USA
• Our expansion plans into the United States rely upon the continued operations and success of Canopy USA and its subsidiaries and the anticipated benefits of the strategy involving Canopy USA is uncertain and may not be realized; and the fair value of our equity method investment in Canopy USA is volatile.
• The Trust’s total ownership interest in Canopy USA is not quantifiable, including whether the Canopy USA warrants issued to the Trust in connection with the first tranche closing of the Trust Transaction are exercised or not, and the Trust may have significant ownership and influence over Canopy USA upon completion of the Trust Transaction.
• We are unable to control Canopy USA.
• Canopy USA may impact our third party business relationships.
• Risks Relating to Our Products
• We are subject to risks and uncertainty regarding future product development.
• We may not be successful in maintaining the consumer brand recognition and loyalty of our products.
• Our products have in the past and may in the future be subject to recalls.
• There is limited long-term data with respect to the efficacy, side effects and safety of our products, and future clinical research studies on the effects of cannabis, hemp, cannabinoids and cannabis-based products may lead to conclusions that dispute or conflict with our understanding and belief regarding their benefits, commercial viability, safety, efficacy, dosing and social acceptance.
• The controversy surrounding vapes and vaporizers and vaporizer products and government regulations of vapes and vaporizers and vaporizer products may materially and adversely affect the market for vapes and vaporizer products and expose us to litigation and additional regulation.
• Future research may lead to findings that vaporizers, electronic cigarettes and related products are not safe for their intended use.
• Risks Relating to Regulation and Compliance
• Cannabis is a controlled substance in the United States and therefore subject to the CSA.
• We operate in highly regulated industries where the regulatory environments are rapidly developing and we may not always succeed in complying fully with applicable regulatory requirements in all jurisdictions where we carry on business.
• We are reliant on required licenses, authorizations, approvals and permits issued by Canadian and foreign governmental authority for our ability to grow, process, store and sell cannabis, hemp and cannabinoids which are subject to ongoing compliance, reporting and renewal requirements.
• Changes in the laws, regulations and guidelines governing cannabis and hemp may adversely affect our business and that of our investments.
• We are subject to certain restrictions of the TSX and Nasdaq, which may constrain our ability to expand our business in the United States.
• We may be subject to heightened scrutiny by regulatory authorities.
• We are constrained by law in our ability to market and advertise our products.
• We are subject to a number of federal, state, and foreign environmental and safety laws and regulations that may expose us to significant costs and liabilities.
• Anti-money laundering and other banking laws and regulations can limit our ability to access financing and hamper our growth.
• We could be adversely affected by violations of the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act and other similar anti-bribery laws.
• We must rely on local counsel and consultants with respect to laws and regulations in countries outside of Canada.
• Any rescheduling of U.S. Schedule I cannabis to Schedule III would have an uncertain impact on our business.
• Risks Relating to Competition, Performance and Operations
• We may not successfully execute our business strategy.
• We have been and may in the future be required to write down inventory due to downward pressure on market prices, which could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
• We may not be able to supply the purchasers in various provinces and territories of Canada with our products in the quantities or prices anticipated, or at all, due to the discretion such purchasers have over purchasing, pricing, and product listings.
• The adult-use cannabis market in Canada has in the past been and may in the future become oversupplied.
• We must rely largely on our own market research and internal data to forecast sales and market demand and market prices, which may differ from our forecasts.
• We may be unsuccessful in competing in the legal cannabis market in Canada and in international markets.
• We face competition from the illegal cannabis market in every market we sell our products.
• Regulatory non-compliance by licensed cannabis competitors may have an adverse effect on our business, results of operations and financial condition.
• The Canadian excise duty framework affects our profitability.
• We rely on third-party manufacturers and distributors to manufacture and distribute certain of our products, and those third parties may not perform their obligations.
• We are vulnerable to third-party transportation risks.
• The inability of our customers or suppliers to meet their financial or contractual obligations to us may result in disruption to our supply chain and operations and could result in financial losses.
• Our business may be impacted as a result of increased rates of inflation.
• Our cannabis cultivation operations are vulnerable to rising energy costs and dependent upon key inputs.
• We, or the cannabis industry more generally, may receive unfavorable publicity or become subject to negative consumer perception.
• The markets that we operate in are increasingly competitive, and we may compete for market share with other companies, both domestically and internationally, that may have longer operating histories and more financial resources, manufacturing and marketing experience than us.
• We are subject to liability arising from any fraudulent or illegal activity by our employees, contractors and consultants.
• Our production facilities are integral to our operations and any adverse changes or developments affecting our facilities may affect our business, financial condition, results of operations and growth prospects.
• We are subject to risks inherent in an agricultural business, including the risk of crop failure.
• The majority of our assets are the capital stock of our material subsidiaries; therefore our investors are subject to the risks attributable to our material subsidiaries, which generate substantially all of our revenues.
• We are and may become subject to a variety of privacy and data security laws and contractual obligations, which could increase compliance costs and our failure to comply with them could subject us to potentially significant fines or penalties and otherwise harm our business.
• We may experience breaches of security at our facilities or fraudulent or unpermitted data access or other cyber-security breaches, which may cause our customers to lose confidence in our security or data protection measures and may expose us to risks related to breaches of applicable privacy and data security laws, regulations and requirements.
• We are and may become subject to, or prosecute, litigation in the ordinary course of our manufacturing, marketing, distribution and sale of our products.
• We may be subject to product liability claims.
• We rely on third-party testing and analytical methods which are validated but still being standardized.
• We may decide, or be required, to divest or restructure certain of our interests.
• Fluctuations in wholesale and retail prices could result in earnings volatility.
• The Loan Agreement contains restrictive covenants that may limit our operating flexibility.
• We may be unable to attract or retain skilled labor and personnel with experience in our various areas of business, or to obtain adequate equipment, parts and components, and we may be unable to attract, develop and retain additional employees required for our operations and future developments.
• We are exposed to counterparty risks and liquidity risks that may impact our ability to obtain loans and other credit facilities on favorable terms.
• Risks Relating to Our Intellectual Property
• We are subject to risks related to the protection and enforcement of our intellectual property rights, and we may be unable to protect or enforce our intellectual property rights.
• Our intellectual property rights may be invalid or unenforceable under applicable laws, and we may be unable to have issued or registered, and unable to enforce, our intellectual property rights.
• We may be subject to allegations that we are in violation of third-party intellectual property rights, and we may be found to infringe third-party intellectual property rights, possibly without the ability to obtain licenses necessary to use such third-party intellectual property rights.
• We receive licenses to use some third-party intellectual property rights, and the failure of the owner of such intellectual property to properly maintain or enforce the intellectual property underlying such licenses, or our inability to obtain or maintain such licenses, could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
• Risks Relating to the Canopy Shares and the Exchangeable Shares
• The market price for the Canopy Shares has in the past been volatile and may continue to be volatile and subject to significant fluctuation.
• The financial reporting obligations of being a public company and maintaining a dual listing on the TSX and on Nasdaq requires significant company resources and management attention.
• If we are deemed to be an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), as a result of our unconsolidated interest in Canopy USA and certain other financial assets, we would likely either (i) be required to institute burdensome compliance requirements and restrict our activities to comply with the 1940 Act, which may make it difficult for us to continue operating our business or (ii) take actions to consolidate the financial results of Canopy USA into our financial statements, which would likely result in the loss of our listing on the Nasdaq.