MTL Cannabis Corp. — Proxy Solicitation & Information Statement 2026

Jan 26, 2026

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the "MTL Meeting") of the holders (the "MTL Shareholders") of common shares (the "MTL Shares") of MTL Cannabis Corp. ("MTL") will be held in person at 9:00 a.m. (Vancouver time) on February 17, 2026 at the offices of Farris LLP at 700 W Georgia St #2500, Vancouver, BC V7Y 1B3, for the following purposes:

1. to consider and if thought advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is set forth in Appendix "A" to the accompanying management information circular of MTL dated January 15, 2026 (the "Circular"), authorizing and approving a proposed plan of arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act (the "CBCA") whereby, among other things, Canopy Growth Corporation ("Canopy") will acquire all of the issued and outstanding MTL Shares, in accordance with the terms of the arrangement agreement dated December 14, 2025 between MTL and Canopy, as amended on January 6, 2026, as more particularly set out in the Circular under the heading "Information Concerning the Arrangement"; and

2. to act upon such other matters as may properly come before the MTL Meeting or any adjournment(s) or postponement(s) thereof.

The Circular contains the full text of the Arrangement Resolution and provides additional information relating to the matters to be addressed at the MTL Meeting, including the Arrangement, and is deemed to form part of this Notice.

Registered MTL Shareholders (being MTL Shareholders who hold their MTL Shares directly, registered in their own names) (the "Registered MTL Shareholders") and duly appointed proxyholders will be able to attend, participate and vote at the MTL Meeting. Non-registered MTL Shareholders (the "Non-Registered MTL Shareholders"), being MTL Shareholders who hold their MTL Shares through a bank, trust company, broker, dealer, custodian, nominee, administrator of a self-administered plan or other intermediary (each, an "Intermediary") who wish to attend and vote at the MTL Meeting must appoint themselves as proxyholder by striking out the names of the Persons in the enclosed form of proxy or VIF and inserting their own name in the space provided. Non-Registered MTL Shareholders must follow all of the applicable instructions provided by the Intermediary.

As an MTL Shareholder, it is very important that you read the Circular and other MTL Meeting materials carefully. They contain important information with respect to voting your MTL Shares and attending and participating in the MTL Meeting.

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An MTL Shareholder who wishes to appoint a person other than the management nominees identified on the enclosed form of proxy or voting instruction form, to represent them at the MTL Meeting may do so by striking out the names of the persons named in the form of proxy or voting instruction form and inserting the name of their nominee in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the MTL Meeting as your proxy and vote your MTL Shares, including if you are a Non-Registered MTL Shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the MTL Meeting, you MUST submit your form of proxy or voting instruction form identifying such proxyholder by 9:00 a.m. (Vancouver time) on February 12, 2026, or 48 hours (excluding Saturdays, Sundays and holidays) before any postponement or adjournment of the MTL Meeting.

If you are a Registered MTL Shareholder and are unable to attend the MTL Meeting please date and execute the enclosed form of proxy and return it in the envelope provided by Odyssey Trust Company, as the registrar and transfer agent for the MTL Shares, by mail using the enclosed return envelope or one addressed to Odyssey Trust Company, Proxy Department, Trader’s Bank Building, 1100 – 67 Yonge Street, Toronto ON M5E 1J8, online at https://vote.odysseytrust.com or by fax to 1-800-517-4553 no later than 9:00 a.m. (Vancouver time) on February 12, 2026 or 48 hours (excluding Saturdays, Sundays and holidays) before any postponement or adjournment of the MTL Meeting.

If you are a Non-Registered MTL Shareholder and receive these materials through your broker or through another Intermediary, please complete and return the form of proxy in accordance with the instructions provided to you by your broker or by the other Intermediary.

Take notice that, pursuant to the interim order (the “Interim Order”) of the Supreme Court British Columbia dated January 14, 2026, Registered MTL Shareholders as of the record date of January 9, 2026 have been granted the right to dissent in respect of the Arrangement Resolution and, if the Arrangement becomes effective, to be paid by Canopy or its affiliates, the fair value of the MTL Shares in respect of which such Registered MTL Shareholder dissents, subject to strict compliance with the dissent procedures (the “Dissent Procedures”) set forth in Sections 190 of the CBCA, as modified by the Interim Order and the plan of arrangement substantially in the form attached as Appendix “B” to the Circular (the “Plan of Arrangement”). The right to dissent is described in the Circular under the heading “Rights of Dissenting Shareholders”. Failure to strictly comply with the Dissent Procedures may result in the loss of any right of dissent.

Non-Registered MTL Shareholders who wish to dissent should be aware that only MTL Shareholders as of the record date for the MTL Meeting are entitled to dissent. Accordingly, a beneficial owner of MTL Shares desiring to exercise dissent rights must make arrangements for the Registered MTL Shareholder to dissent on its behalf in accordance with the dissent provisions set out in Section 190 of the CBCA, as may be modified by the Interim Order and the Plan of Arrangement.

The MTL Board fixed January 9, 2026, as the record date for the MTL Meeting. Only MTL Shareholders of record at the close of business on January 9, 2026, will be entitled to receive notice of and to vote at the MTL Meeting. To be effective the Arrangement Resolution must be approved

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by: (a) not less than 66²/₃% of the votes cast by MTL Shareholders present or represented by proxy and entitled to vote at the MTL Meeting; and (b) a majority of the votes cast by MTL Shareholders present in person or represented by proxy and entitled to vote at the MTL Meeting, excluding for this purpose votes attached to the Excluded MTL Shares (as defined in the accompanying Circular).

If you have any questions or require more information with respect to the procedures for voting, please contact our strategic shareholder advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (toll-free for shareholders in North America), +1 416-304-0211 (for collect calls outside of North America), by texting “INFO” to 1-877-452-7184 or 416-304-0211 or by email at assistance@laurelhill.com.

DATED at Vancouver, British Columbia, on January 15, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Michael Perron”

Michael Perron, Chief Executive Officer
MTL Cannabis Corp.

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