Canopy Growth Corporation Announces $12.5 Million Bought Deal

SMITHS FALLS, ONTARIO--(Marketwired - Oct. 23, 2015) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Canopy Growth Corporation (TSX VENTURE:CGC) ("Canopy" or the "Company") is pleased to announce that it has entered into a letter of engagement with Dundee Securities Ltd. (the "Lead Underwriter") on behalf of a syndicate of underwriters including GMP Securities L.P., INFOR Financial Inc. and M Partners Inc. (the "Underwriters") under which the Underwriters have agreed to purchase 6,098,000 common shares of the Company (the "Shares"), on a "bought deal" basis pursuant to the filing of a short form prospectus, subject to all required regulatory approvals, at a price per Share of $2.05 (the "Offering Price"), for total gross proceeds of $12,500,900 (the "Offering"). In connection with the Offering, PowerOne Capital Markets Limited has been appointed as a selling group member.

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 914,700 Shares at the Offering at the Offering Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, an additional $1,875,135 will be raised pursuant to the Offering and the aggregate proceeds of the Offering will be $14,376,035.

The Company intends to use the net proceeds of the Offering for capital expenditures and for working capital and general corporate purposes.

The Shares will be offered by way of a short form prospectus to be filed in all of the provinces of Canada, except Quebec, pursuant to National Instrument 44-101 - Short Form Prospectus Distributions.

The closing date of the Offering is scheduled to be on or about November 17, 2015 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.