Canopy Growth and Mettrum Announce Respective Shareholder Approvals of the Plan of Arrangement

SMITHS FALLS, ONTARIO and TORONTO, ONTARIO--(Marketwired - Jan. 27, 2017) - Canopy Growth Corporation ("Canopy Growth") (TSX:CGC) and Mettrum Health Corp. ("Mettrum") (TSX VENTURE:MT) (together, the "Companies") are pleased to announce the successful results of the Special Meetings of Shareholders of Canopy Growth and Mettrum, held in Smiths Falls, Ontario and Toronto, Ontario, respectively, to approve Canopy Growth's acquisition of Mettrum by way of a plan of arrangement (the "Arrangement"), as previously announced by the Companies on December 1, 2016.

Now that the requisite shareholder approvals have been obtained, a final order of the Ontario Superior Court of Justice approving the Arrangement will be sought on January 30, 2017. Provided that the final order is obtained and the satisfaction or waiver of all other conditions specified in the definitive arrangement agreement dated November 30, 2016, as amended, it is expected that the Arrangement will be completed on or about January 31, 2017.

Shareholders of Canopy Growth approved the ordinary resolution approving the issuance, or reservation for issuance, as the case may be, by Canopy Growth, of up to 40,000,000 common shares was approved by: 94.18% of the votes cast by Canopy Growth shareholders present in person or represented by proxy. A total of 19.80% of the issued and outstanding common shares of Canopy Growth were voted at the meeting.

The Arrangement was approved by: (i) 99.76% of the votes cast by Mettrum shareholders present in person or represented by proxy, and (ii) 99.69% of the votes cast by Mettrum shareholders present in person or represented by proxy, excluding votes which may not be included in determining minority approval pursuant to the rules of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions. A total of 55.37% of the issued and outstanding common shares of Mettrum were voted at the meeting.

"We are delighted that the shareholders of Canopy and Mettrum have demonstrated such strong support for bringing our two companies together," Bruce Linton, Chairman & CEO, Canopy Growth. "Our focus remains on expanding production capabilities in order to capture market share through a variety of brands. Mettrum's strong growing platform and brand furthers this strategy."