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Canopy Growth Announces Latin American Subsidiary Canopy LATAM and Acquisition of Spectrum Cannabis Colombia S.A.S. and Canindica Capital Ltd.

Published: 07/05/2018

Team: Nicola Geary, Jonathan Sherman, Xi Chen

On July 5, 2018, Canopy Growth Corporation introduced its Latin American affiliate Canopy LATAM Corporation, a wholly owned and controlled subsidiary of Canopy Growth. Through Canopy LATAM, Canopy Growth has acquired Spectrum Cannabis Colombia S.A.S., which previously operated as Colombian Cannabis S.A.S., expanding Canopy Growth’s focus on the emerging medical cannabis market of Latin America. Spectrum Cannabis Colombia holds all required national licenses for the production, manufacturing, and export of
cannabis derivatives and will serve as a regional production and processing hub for Canopy LATAM.

Canopy Growth issued 1,193,237 common shares valued at $34,832,593. Upon the satisfaction of four further milestones, Canopy Growth will issue up to 524,576 common shares on the completion of each milestone. Each of the four milestone payments is valued at $15,313,255.

Canopy Growth also announced that Canopy LATAM acquired all of the issued and outstanding shares of Canindica Capital Ltd. Canopy Growth will issue 595,184 common shares valued at $18,666,667. Upon the satisfaction of four different milestones, Canopy Growth will issue additional common shares, with each milestone valued at $9,333,333 based upon the 20 day volume weighted average trading price on the date prior to the date each milestone is satisfied.

On July 4, 2023, Canopy Growth shall make an extra payment to both parties who had completed all of their milestones by that date. Payment will be made in common shares based upon the 20-day volume weighted average trading price on July 4, 2023. Former shareholders of Spectrum Cannabis Colombia will receive common shares equal to 4% of the fair market value of Canopy LATAM, while former shareholders of Canindica will receive common shares equal to 6% of the fair market value of Canopy LATAM.

Cassels Brock acted for Canopy Growth with a deal team that included Nicola Geary, Jonathan Sherman and Xi Chen (Business, M&A and Cannabis).