XML 28 R16.htm IDEA: XBRL DOCUMENT
v3.22.4

Other Financial Assets | 9 Months Ended
--- | ---
Dec. 31, 2022
Schedule Of Investments [Abstract] |
Other Financial Assets | . OTHER FINANCIAL ASSETS The following table outlines changes in other financial assets. Additional details on how the fair value of significant investments is calculated are included in Note 22.
|  |  |  |  |  |  |  |  |  |  |  |  | Foreign |  |  |  |  |  |  |
|  |  |  | Balance at |  |  |  |  |  |  |  |  | currency |  |  |  |  |  | Balance at |
|  |  |  | March 31, |  |  |  |  |  | Fair value |  |  | translation |  |  |  |  |  | December 31, |
Entity |  | Instrument |  | 2022 |  |  | Additions |  |  | changes |  |  | adjustments |  |  | Other |  |  | 2022 |
Acreage 1 |  | Option |  | $ | - |  |  | $ | - |  |  | $ | 37,000 |  |  | $ | - |  |  | $ | - |  |  | $ | 37,000 |
TerrAscend Exchangeable Shares |  | Exchangeable shares |  |  | 229,000 |  |  |  | 51,000 |  |  |  | (207,000 | ) |  |  | - |  |  |  | - |  |  |  | 73,000 |
TerrAscend Canada - October 2019 |  | Term loan / debenture |  |  | 10,280 |  |  |  | - |  |  |  | (146 | ) |  |  | - |  |  |  | (10,134 | ) |  |  | - |
TerrAscend Canada - March 2020 |  | Term loan / debenture |  |  | 49,890 |  |  |  | - |  |  |  | (4,804 | ) |  |  | - |  |  |  | (45,086 | ) |  |  | - |
Arise Bioscience |  | Term loan / debenture |  |  | 13,343 |  |  |  | - |  |  |  | (1,767 | ) |  |  | 1,268 |  |  |  | (12,844 | ) |  |  | - |
TerrAscend - October 2019 |  | Warrants |  |  | 3,730 |  |  |  | - |  |  |  | (3,372 | ) |  |  | - |  |  |  | (358 | ) |  |  | - |
TerrAscend - March 2020 |  | Warrants |  |  | 60,740 |  |  |  | - |  |  |  | (46,376 | ) |  |  | - |  |  |  | (14,364 | ) |  |  | - |
TerrAscend - December 2020 |  | Warrants |  |  | 3,460 |  |  |  | - |  |  |  | (2,246 | ) |  |  | - |  |  |  | (1,214 | ) |  |  | - |
TerrAscend - December 2022 |  | Warrants |  |  | - |  |  |  | 33,000 |  |  |  | (17,500 | ) |  |  | - |  |  |  | - |  |  |  | 15,500 |
TerrAscend |  | Option |  |  | 6,300 |  |  |  | - |  |  |  | (5,050 | ) |  |  | - |  |  |  | - |  |  |  | 1,250 |
Wana |  | Option |  |  | 372,343 |  |  |  | - |  |  |  | (135,405 | ) |  |  | 22,398 |  |  |  | - |  |  |  | 259,336 |
Jetty |  | Options |  |  | - |  |  |  | 90,120 |  |  |  | (9,778 | ) |  |  | 5,048 |  |  |  | - |  |  |  | 85,390 |
Acreage Hempco 1 |  | Debenture |  |  | 28,824 |  |  |  | - |  |  |  | 874 |  |  |  | 2,373 |  |  |  | (4,218 | ) |  |  | 27,853 |
Acreage Debt Option Premium |  | Option |  |  | - |  |  |  | 38,048 |  |  |  | - |  |  |  | 581 |  |  |  | - |  |  |  | 38,629 |
Acreage Tax Receivable Agreement |  | Other |  |  | - |  |  |  | 41,491 |  |  |  | - |  |  |  | (231 | ) |  |  | - |  |  |  | 41,260 |
Other - at fair value through net income (loss) |  | Various |  |  | 10,396 |  |  |  | - |  |  |  | (1,185 | ) |  |  | 524 |  |  |  | - |  |  |  | 9,735 |
Other - classified as held for investment |  | Loan receivable |  |  | 12,022 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (2,588 | ) |  |  | 9,434 |
|  |  |  | $ | 800,328 |  |  | $ | 253,659 |  |  | $ | (396,755 | ) |  | $ | 31,961 |  |  | $ | (90,806 | ) |  | $ | 598,387 |
1 See Note 29 for information regarding the Acreage Arrangement and Acreage Hempco. For information regarding the Reorganization, see Note 3. Following the implementation of the Reorganization, Canopy USA, as of October 24, 2022, holds an ownership interest in certain U.S. cannabis investments previously held by the Company, including, among others, interests in the Floating Shares of Acreage, Wana, Jetty, and TerrAscend. TerrAscend Arrangement On December 9, 2022, Canopy USA and certain limited partnerships that are controlled by Canopy USA entered into a debt settlement agreement (the “TerrAscend Settlement Agreement”) with TerrAscend, TerrAscend Canada Inc. ("TerrAscend Canada") and Arise BioScience, Inc. ("Arise BioScience", together with TerrAscend and TerrAscend Canada, the "TerrAscend Entities") whereby $125,467 in aggregate loans, including accrued interest thereon, payable by certain subsidiaries of TerrAscend were extinguished and 22,474,130 TerrAscend Warrants, being all of the previously issued TerrAscend Warrants controlled by Canopy USA (the “Prior Warrants”) were cancelled in exchange for the issuance of: (i) 24,601,467 TerrAscend Exchangeable Shares at a notional price of $5.10 per TerrAscend Exchangeable Share; and (ii) 22,474,130 new TerrAscend Warrants (the "New Warrants" and, together with the TerrAscend Exchangeable Shares, the "New TerrAscend Securities") with a weighted average exercise price of $6.07 per TerrAscend Common Share and expiring on December 31, 2032 (collectively, the "TerrAscend Arrangement"). Following the issuance of the New TerrAscend Securities, Canopy USA beneficially owns: (i) 63,492,037 TerrAscend Exchangeable Shares; (ii) 22,474,130 New Warrants; and (iii) t he TerrAscend Option. The TerrAscend Exchangeable Shares can be converted into TerrAscend Common Shares at Canopy USA's option, subject to the terms of the Protection Agreement. On December 9, 2022, the estimated fair value of the financial instruments that were derecognized from these consolidated financial statements was $89,094, consisting of: (i) the aggregate term loans or debentures that were extinguished, including accrued interest, with an estimated fair value of $72,191; and (ii) the Prior Warrants that were cancelled, with an estimated fair value of $16,903. Changes in the estimated fair value of these financial instruments up to December 9, 2022 were recorded in other income (expense), net. On December 9, 2022, the estimated fair value of the financial instruments that were received from the TerrAscend Entities was $84,000, consisting of: (i) 24,601,467 TerrAscend Exchangeable Shares with an estimated fair value of $51,000; and (ii) the New Warrants, with an estimated fair value of $33,000. Changes in estimated fair value of these financial instruments from initial recognition to December 31, 2022 were recorded in other income (expense), net. See Note 22 for additional details on how the fair value of all TerrAscend financial instruments are calculated on a recurring basis. The loss of $5,094 resulting from the difference, on December 9, 2022, between the carrying amounts of the derecognized financial instruments and the fair value of the financial assets received, was also recorded in other income (expense), net. See Note 3 for information regarding the Reorganization. Following the implementation of the Reorganization, as of October 24, 2022, Canopy USA holds certain U.S. cannabis investments pr eviously held by the Company, including the aforementioned direct and indirect interests in the capital of TerrAscend. Jetty On May 17, 2022, the Company and Jetty entered into definitive agreements (the “Jetty Agreements”) providing the Company with the right to acquire up to 100% of the outstanding equity interests in Jetty (i) upon the occurrence of changes in U.S. federal law to permit the general cultivation, distribution, and possession of marijuana, or to remove the regulation of such activities from the federal laws of the United States; or (ii) an earlier date at the Company’s sole discretion (the “Jetty Triggering Event”). The Jetty Agreements are structured as two separate option agreements whereby the Company has the right to acquire up to 100% of the equity interests in Jetty. As consideration for entering into the Jetty Agreements, the Company (i) made an upfront cash payment in the amount of $29,226 (US$22,911), and (ii) issued 8,426,539 common shares with a fair value on closing of $59,123 (US$45,928), for total consideration of $88,349 (collectively, the “Upfront Payment”). The first option agreement is exercisable in two tranches, with the first tranche providing the Company with the option to acquire 52.78% of Jetty’s equity interests, exercisable following the occurrence of the Jetty Triggering Event. The second tranche provides the Company with the option to acquire 25% of Jetty’s equity interests for their fair market value, subject to certain adjustments. Additionally, the Company expects to make deferred payments (the “Deferred Payments”) computed based on a pre-determined contractual formula. The second option agreement provides the Company with the option to acquire 22.22% of Jetty’s equity interests, exercisable following the occurrence of the Jetty Triggering Event. Upon initial recognition, the Company estimated the fair value of the Jetty financial instrument to be $90,120, consisting of (i) the Upfront Payment as noted above; and (ii) the present value of the estimated Deferred Payments. At December 31, 2022, the estimated fair value of the Jetty financial instruments was $85,390, with the change in estimated fair value from initial recognition recorded in other income (expense), net. See Note 22 for additional details on how the fair value of the Jetty financial instruments is calculated on a recurring basis. See Note 3 for information regarding the Reorganization. Following the implementation of the Reorganization, Canopy USA, as of October 24, 2022, holds certain U.S. cannabis investments previously held by the Company, which is expected to enable Canopy USA, following, among other things, the Meeting and the exercise of the Acreage Option, including the issuance of the Fixed Shares to Canopy USA, to consummate the acquisitions of Acreage, Wana, and Jetty. Until such time as the Company or Canopy USA (as applicable) elects to exercise its rights to acquire Jetty and the Company converts the Non-Voting Shares into Canopy USA Common Shares, the Company will have no direct or indirect economic or voting interests in Jetty, the Company will not directly or indirectly control Jetty, and the Company and Jetty will continue to operate independently of one another. Acreage-Related Agreements Tax Receivable Agreement On October 24, 2022, the Company and Canopy USA entered into a third amendment to the tax receivable agreement (the "Amended TRA") with, among others, certain current or former unitholders (the "Holders") of High Street Capital Partners, LLC, a subsidiary of Acreage ("HSCP"), pursuant to HSCP's amended tax receivable agreement (the "TRA") and related tax receivable bonus plans with Acreage. Pursuant to the Amended TRA, the Company, on behalf of Canopy USA, agreed to issue common shares of the Company with a fair value of US$30,441 to certain Holders as consideration for the assignment of such Holder's rights under the TRA to Canopy USA. As a result of the Amended TRA, Canopy USA is the sole member and beneficiary under the TRA. In connection with the foregoing, the Company issued 5,648,927 common shares with a value of $20,630 (US$15,220) to certain Holders on November 4, 2022 as the first installment under the Amended TRA with the second payment of approximately US$15,220 in common shares of the Company to occur on the earlier of: (a) the second business day following the date on which the shareholders of Acreage approve the Floating Share Arrangement; or (b) April 24, 2023. Accordingly, as the second payment pursuant to the Amended TRA is not contingent upon any condition, a liability has been recorded in the amount of $20,630 (see Note 16). The aggregate amount of $41,491 paid, or to be paid, by the Company in common shares in relation to the assignment of rights in favor of Canopy USA in accordance with the Amended TRA represents a financial instrument that has been recorded at cost upon initial recognition. The Company, on behalf of Canopy USA, also agreed to issue common shares of the Company with a value of approximately US$19,559 to certain eligible participants pursuant to HSCP’s existing tax receivable bonus plans to be issued immediately prior to completion of the Floating Share Arrangement. No accounting recognition was given to this payment in the three months ended December 31, 2022 as such payment is contingent upon the completion of the Floating Share Arrangement or, if the Floating Share Arrangement is not completed, upon the closing of the acquisition of the Fixed Shares under the Existing Acreage Arrangement Agreement. Acreage Debt Option Premium On November 15, 2022, a wholly-owned subsidiary of Canopy Growth (the "Acreage Debt Optionholder") and Acreage's existing lenders (the "Lenders") entered into an option agreement, which superseded the letter agreement dated October 24, 2022 between the parties, pursuant to which the Acreage Debt Optionholder was granted the right to purchase the outstanding principal, including all accrued and unpaid interest thereon, of Acreage’s debt, being an amount up to US$150,000 (the "Acreage Debt") from the Lenders in exchange for an option premium payment of $38,048 (US$28,500) (the "Option Premium"), which was deposited into an escrow account on November 17, 2022. The Acreage Debt Optionholder has the right to exercise the option at its discretion, and if the option is exercised, the Option Premium will be used to reduce the purchase price to be paid for the outstanding Acreage Debt. In the event that Acreage repays the Acreage Debt on or prior to maturity, the Option Premium will be returned to the Acreage Debt Optionholder. In the event that Acreage defaults on the Acreage Debt and the Acreage Debt Optionholder does not exercise its option to acquire the Acreage Debt, the Option Premium will be released to the Lenders. The Option Premium represents a financial instrument that has been recorded at cost upon initial recognition.

X
- Definition Other financial assets. + References No definition available. + Details
Name: | cgc_OtherFinancialAssetsTextBlock
Namespace Prefix: | cgc_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_ScheduleOfInvestmentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration