MTL Cannabis Announces Shareholder Approval of Arrangement with Canopy Growth

PICKERING, Ontario, Feb. 18, 2026 /CNW/ - MTL Cannabis Corp. (CSE: MTLC; OTCQX: MTLNF) ("MTL Cannabis" or the "Company") is pleased to announce that at its special meeting (the "Meeting") of shareholders ("MTL Shareholders") held on February 17, 2026, MTL Shareholders approved the special resolution (the "Arrangement Resolution") authorizing the previously announced plan of arrangement (the "Arrangement") under the Canada Business Corporations Act, pursuant to which, among other things, Canopy Growth Corporation ("Canopy Growth") will acquire all of the issued and outstanding common shares of MTL Cannabis ("MTL Shares") in accordance with the terms of the arrangement agreement dated December 14, 2025, as amended on January 6, 2026, between MTL Cannabis and Canopy Growth, all as more particularly described in the management information circular of MTL Cannabis dated January 15, 2026 (the "Circular").

The Arrangement Resolution required approval by (a) at least two-thirds (66^2/3%) of the votes cast by MTL Shareholders present in person or represented by proxy and entitled to vote at the 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 Meeting, excluding for this purpose votes attached to MTL Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("Minority MTL Shares"). Details on the voting results at the Meeting are below:

MTL Cannabis intends to seek a final order of the Supreme Court of British Columbia to approve the Arrangement at a hearing expected to be held on February 23, 2026. Assuming timely receipt of all necessary court, third-party approvals and the satisfaction of all other conditions, closing of the Arrangement is expected to occur before the end of March 2026.

Further information about the Arrangement is available in the Circular and related proxy materials, which are available on SEDAR+ under MTL Cannabis' issuer profile. 

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 outcome and timing of the Arrangement, the Supreme Court of British Columbia hearing regarding the final order; 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; MTL Shareholders will receive a fixed number of common shares of Canopy Growth ("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; 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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