Independent Proxy Advisory Firms, ISS and Glass Lewis, Recommend MTL Shareholders Vote FOR the Arrangement Resolution with Canopy Growth

The MTL Board unanimously recommends that MTL Shareholders vote FOR the Arrangement Resolution.

Your vote is important no matter how many shares you own. Vote Today.

MTL Shareholders who have questions or need assistance with voting their shares should contact MTL Cannabis' proxy solicitation agent, Laurel Hill Advisory Group, by calling or texting "INFO" to 1‑877‑452‑7184 (toll free in Canada/U.S.A), 1-416-304-2011 (International), or by email at assistance@laurelhill.com.

PICKERING, ON, Feb. 5, 2026 /CNW/ - MTL Cannabis Corp. (CSE: MTLC) (OTCQX: MTLNF) ("MTL Cannabis" or the "Company") is pleased to announce that two leading independent proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co., LLC ("Glass Lewis"), have each recommended that the holders (the "MTL Shareholders") of common shares of MTL Cannabis ("MTL Shares") vote FOR a special resolution (the "Arrangement Resolution") to approve a proposed plan of arrangement (the "Arrangement") with Canopy Growth Corporation ("Canopy Growth") at MTL's special meeting of MTL Shareholders (the "Meeting") on on February 17, 2026 at 9:00 a.m. (Vancouver time). Under the Arrangement, among other things, Canopy Growth will acquire all of the issued and outstanding MTL Shares and each MTL Shareholder will receive fixed consideration for each MTL Share equal to: (i) 0.32 of a common share (each whole share, a "Canopy Share") of Canopy Growth and (ii) $0.144 in cash.

ISS and Glass Lewis' Recommendations

In making its recommendation that MTL Shareholders vote FOR the Arrangement Resolution, ISS noted:

"Vote FOR this resolution. The mixed consideration represents a meaningful premium to the unaffected share price, providing shareholders with immediate liquidity and value certainty, while also allowing them to retain exposure to the upside potential of the combined company…shareholders can reasonably be confident that the consideration is competitive, the valuation is credible, the apparent risk of non‑approval is limited, and the offer reflects a share price level not observed since the company's RTO transaction."

In making its recommendation FOR the Arrangement Resolution, Glass Lewis concluded:

"…we believe there is sufficient cause for investor support of the transaction, as it provides shareholders with partial liquidity as well as ongoing participation in the potential upside and synergies of the combined company. Moreover, the merger consideration implies a significant premium to the Company's unaffected price. Accordingly, we recommend shareholders vote FOR this proposal.

Board Recommendation

The board of directors of MTL Cannabis (the "MTL Board"), upon careful consideration, including consultation with MTL Cannabis' external legal counsel and financial advisors, and taking into account, among other things, the recommendation of a special committee of non-management directors of the MTL Board, has determined that the Arrangement is fair to all MTL Shareholders and that the Arrangement is in the best interests of MTL Cannabis. The MTL Board unanimously recommends MTL Shareholders vote FOR the Arrangement Resolution.

Details about MTL Cannabis' Special Meeting of MTL Shareholders

The Meeting, at which MTL Shareholders will vote on the Arrangement Resolution, will be held at the offices of Farris LLP at 700 W Georgia St #2500, Vancouver, BC V7Y 1B3 at 9:00 a.m. (Vancouver time) on February 17, 2026. MTL Cannabis' management information circular dated January 15, 2026 (the "Circular") provides more details about the Arrangement, and is available on MTL Cannabis' issuer profile on SEDAR+ at www.sedarplus.ca and on MTL Cannabis' website at https://www.mtlcorp.ca/special-meeting.

Vote Your MTL Shares Today

Your vote is important regardless of the number of MTL Shares you own.

We encourage MTL Shareholders to read the Circular and vote their MTL Shares well in advance of the Meeting and in any event, prior to the proxy voting deadline on Thursday, February 12, 2026, at 9:00 a.m. (Vancouver time).

Shareholder Questions and Voting Assistance

MTL Shareholders who have questions about the information contained in the Circular or require assistance with voting their MTL Shares may contact Laurel Hill Advisory Group, MTL Cannabis' proxy solicitation agent and shareholder communications advisor, as follows:

Laurel Hill Advisory Group
Toll-Free: 1-877-452-7184 (Canada/U.S.)
International: 1-416-304-0211 (International)
Text Message: Text "Info", to 1-416-304-0211 or 1-877-452-7184.
By Email: assistance@laurelhill.com

About MTL Cannabis Corp.
MTL Cannabis Corp. is the parent company of Montréal Medical Cannabis Inc., a licensed producer operating from a 57,000 sq ft licensed indoor grow facility in Pointe Claire, Québec; Abba Medix Corp., a licensed producer in Pickering, Ontario that operates a leading medical cannabis marketplace; IsoCanMed Inc., a licensed producer in Louiseville, Québec growing best-in-class indoor cannabis, in its 64,000 sq. ft. production facility; and Canada House Clinics Inc., operating clinics across Canada that work directly with primary care teams to provide specialized cannabinoid therapy services to patients suffering from simple and complex medical conditions.

As a flower-first company built for the modern street, Montréal Medical Cannabis Inc. uses proprietary hydroponic growing methodologies supported by handcrafted techniques to produce products that are truly craft for the masses. Montréal Medical Cannabis Inc. focuses on craft quality cannabis products, including lines of dried flower, pre-rolls and hash marketed under the "MTL Cannabis", "Low Key by MTL" and "R'belle" brands for the Canadian market through nine distribution arrangements with various provincial cannabis distributors. Montréal Medical Cannabis Inc. has also developed several export channels for bulk and unbranded GACP quality cannabis.

It is MTL Cannabis' goal for Abba Medix Corp. to become the leading distributor of medical cannabis in Canada and for Canada House Clinics to be the leading Canadian provider of medical cannabis clinic services. For further information, please visit www.mtlcorp.ca/ or the Company's public filings at www.sedarplus.ca.

Cautionary Statement Regarding Forward-Looking Information

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws. Forward-looking statements relate to, among other things, the timing of the Meeting; the timing, outcome and potential benefits of the Arrangement; and the Company's business activities, operations, strategies, financial performance, objectives, goals, expansion plans, expectations, and estimates. Forward-looking statements are often, but not always, identified by the use of words such as "may," "will," "could," "should," "expect," "intend," "estimate," "anticipate," "believe," "plan," "potential," and "continue," or the negative of these terms.

Forward-looking statements are based on management's current beliefs and assumptions and on information currently available to the Company. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied. These risks and uncertainties include, but are not limited to, the Arrangement may be terminated in some circumstances; there is no certainty that all conditions precedent to the Arrangement will be satisfied and that the Arrangement will be completed; the Company may not receive the required MTL Shareholder approvals at the Meeting; MTL Shareholders will receive a fixed number of Canopy Shares which will not reflect any change in the relative market value of MTL Shares; MTL Cannabis will incur costs even if the Arrangement is not completed and MTL Cannabis and Canopy Growth may have to pay various expenses incurred in connection with the Arrangement; MTL Cannabis could be required to pay a termination fee if the Arrangement is terminated in certain circumstances and the termination fee may discourage other parties from attempting to acquire MTL Cannabis; directors and officers of MTL Cannabis may have interests in the Arrangement that differ from the interests of the MTL Shareholders following completion of the Arrangement; the Arrangement may divert the attention of MTL Cannabis' and Canopy Growth's management; uncertainty surrounding the Arrangement could adversely affect each MTL Cannabis' and Canopy Growth's retention of suppliers and personnel and could negatively impact future business and operations; the market price for the MTL Shares may decline; MTL Cannabis is restricted from taking certain actions until the completion of the Arrangement or until the Arrangement is terminated; MTL Cannabis and Canopy Growth may be the targets of legal claims, securities class action, derivative lawsuits and other claims and any such claims may delay or prevent the Arrangement from being completed; MTL Cannabis and Canopy Growth may not realize the currently anticipated benefits of the Arrangement due to challenges associated with integrating the operations, technologies and personnel of MTL Cannabis with Canopy Growth; potential payments to MTL Shareholders who exercise dissent rights could prevent the completion of the Arrangement; the issuance of Canopy Shares under the Arrangement and their subsequent sale may cause the market price of Canopy Shares to decline; the issuance of Canopy Shares under the Arrangement and their subsequent sale may cause the market price of Canopy Shares to decline; Canopy Growth may issue additional equity securities; and MTL Cannabis has not verified the reliability of the information regarding Canopy Growth included herein, or which may have been omitted from the Circular. This list is not exhaustive of the factors that may affect any of the forward-looking statements.

Although the Company believes the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that they will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements. Additional information about risks and uncertainties affecting the Company, as well as material factors or assumptions applied in making forward-looking statements, can be found in the Company's most recent Management's Discussion and Analysis, financial statements, and other continuous disclosure filings with Canadian securities regulators available at the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

SOURCE MTL Cannabis Corp.

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