Exhibit (a)(1)(B)

Exhibit (a)(1)(B)

Notice to Holders

Canopy Growth Corporation

4.25% Convertible Senior Notes due 2023

CUSIP Nos.: 138035 AA8 and C2112G AA0¹

Canopy Growth Corporation (“Corporation”) is party to an Indenture dated June 20, 2018 (the “Indenture”), among the Corporation, GLAS Trust Company LLC, as U.S. trustee (“U.S. Trustee”) and Computershare Trust Company of Canada, as Canadian trustee (the “Canadian Trustee”), pursuant to which the Corporation issued its 4.25% Convertible Senior Notes due 2023 (the “Notes”). Capitalized terms used herein but not otherwise defined shall have the respective meanings given such terms in the Indenture.

On August 15, 2018, the Corporation announced that Constellation Brands, Inc. (“Constellation”), through its affiliate CBG Holdings LLC (“CBG”), has committed to making an investment in the Corporation of C$5.079 billion on a private placement basis (the “Investment”) in exchange for (i) 104,500,000 common shares in the capital of the Corporation (the “Common Shares”), and (ii) 139,745,453 Common Share purchase warrants (the “2018 Warrants”). CBG is acquiring the Common Shares at a price of C$48.60 per share. If exercised, the 2018 Warrants would provide for at least an additional C$4.459 billion to the Corporation.

As previously announced, on November 2, 2017, Greenstar Canada Investment Limited Partnership (“Greenstar”), an affiliate of Constellation, made an investment in the Corporation of C$244,990,084.25 on a private placement basis in exchange for: (i) 18,876,901 Common Shares and (ii) 18,876,901 Common Share purchase warrants (the “2017 Warrants”). Greenstar also beneficially owns $200,000,000 of the Notes.

Upon closing of the Investment, Constellation will indirectly hold an approximate 55% equity interest in the Corporation, assuming full exercise of the 2017 Warrants and 2018 Warrants but excluding exercise of the Notes held by Greenstar. Closing of the Investment is subject to customary closing conditions, including Corporation shareholder approval and applicable Canadian government and regulatory approvals, and is expected to close on October 31, 2018.

Under the terms of the Indenture, the closing of the Investment is the anticipated effective date of a Fundamental Change and a Make-Whole Fundamental Change. Pursuant to the Indenture, if a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the date that is 30 Scheduled Trading Days prior to the anticipated effective date of the transaction or event. In accordance with the Indenture, the Notes shall be subject to conversion at any time from or after September 18, 2018 until the related Fundamental Change Repurchase Date.

Pursuant to the Indenture, if the Effective Date of a Make-Whole Fundamental Change occurs and a Holder elects to convert its Notes from and including the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the Fundamental Change Repurchase Date, the Corporation may be required to increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional Common Shares.

¹	The CUSIP numbers appearing herein has been included solely for the convenience of the Holders. The U.S. Trustee assumes no responsibility for the selection or use of such CUSIP numbers and makes no representation as to the correctness of the CUSIP numbers.


Tyler Burns		Caitlin O’Hara
Investor Relations		Communications Specialist
Canopy Growth Corporation		Canopy Growth Corporation
tyler.burns@canopygrowth.com		caitlin.ohara@canopygrowth.com
1-855-558-9333 ex 122		613-291-3239