Exhibit 107
Calculation of Filing Fee Table
Form S-1
(Form Type)
Canopy Growth Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Offering Price | Fee Rate | Amount of Registration Fee | |||||||||
Fees to Be Paid | Equity | Common Shares, no par value | 457(c) | 13,218,453(1) | $0.46(2) | $6,080,488.38 | 0.00011020 | $670.07 | ||||||||
| Total Offering Amounts | $6,080,488.38 | — | $670.07 | |||||||||||||
| Total Fees Previously Paid | — | — | — | |||||||||||||
| Total Fee Offsets | — | — | $670.07 | |||||||||||||
| Net Fee Due | — | — | $0 | |||||||||||||
| (1) | Consists of a maximum of 13,218,453 common shares to be sold by the selling securityholders. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common shares (“Common Shares”) in connection with any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding Common Shares. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price with respect to the shares are calculated based on $0.46 per share, the average of the high and low prices of the Common Shares, as reported on the Nasdaq Global Select Market on July 14, 2023. |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name | Form or Filing | File Number | Initial Filing Date | Filing Date | Fee Offset | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | ||||||||||||
| Rule 457(p) | ||||||||||||||||||||||
| Fee Offset Claims | Canopy Growth Corporation | 424b7 | 333-253399 | 05/18/2022 | 05/18/2022 | $2,042.25 | Common Shares, no par value | (3) | (3) | (3) | ||||||||||||
| Fee Offset Sources | Canopy Growth Corporation | 424b7 | 333-253399 | 05/18/2022 | 05/18/2022 | $2,042.25 | ||||||||||||||||
| Fee Offset Claims | Canopy Growth Corporation | 424b7 | 333-253399 | 05/26/2022 | 05/26/2022 | $1,890.01 | Common Shares, no par value | (4) | (4) | (4) | ||||||||||||
| Fee Offset Sources | Canopy Growth Corporation | 424b7 | 333-253399 | 05/26/2022 | 05/26/2022 | $1,890.01 | ||||||||||||||||
| Fee Offset Claims | Canopy Growth Corporation | 424b7 | 333-253399 | 11/14/2022 | 11/14/2022 | $2,016.94 | Common Shares, no par value | (5) | (5) | (5) | ||||||||||||
| Fee Offset Sources | Canopy Growth Corporation | 424b7 | 333-253399 | 11/14/2022 | 11/14/2022 | $2,016.94 | ||||||||||||||||
| Fee Offset Claims | Canopy Growth Corporation | 424b7 | 333-253399 | 03/28/2023 | 03/28/2023 | $1,494.86 | Common Shares, no par value | (6) | (6) | (6) | ||||||||||||
| Fee Offset Sources | Canopy Growth Corporation | 424b7 | 333-253399 | 03/28/2023 | 03/28/2023 | $1,494.86 | ||||||||||||||||
| (3) | On May 18, 2022, the registrant filed a prospectus supplement to the registrant’s registration statement on Form S-3ASR (File No. 333-253399) (the “Prior Registration Statement”), which registered 4,257,129 Common Shares to be sold by selling securityholders in a secondary offering, some of which remain unsold. In connection therewith, the registrant previously paid a filing fee of $2,042.25. The registrant is no longer eligible to offer any additional securities under the Prior Registration Statement. Pursuant to Rule 457(p) of the Securities Act, the registrant hereby applies the $2,042.25 registration fee previous paid with respect to the unsold securities to offset the registration fee shown in the table above. |
| (4) | On May 26, 2022, the registrant filed a prospectus supplement to the Prior Registration Statement, which registered 4,169,410 Common Shares to be sold by selling securityholders in a secondary offering, some of which remain unsold. In connection therewith, the registrant previously paid a filing fee of $1,890.01. The registrant is no longer eligible to offer any additional securities under the Prior Registration Statement. Pursuant to Rule 457(p) of the Securities Act, the registrant hereby applies the $1,890.01 registration fee previous paid with respect to the unsold securities to offset the registration fee shown in the table above. |
| (5) | On November 14, 2022, the registrant filed a prospectus supplement to the Prior Registration Statement, which registered 5,648,927 Common Shares to be sold by selling securityholders in a secondary offering, some of which remain unsold. In connection therewith, the registrant previously paid a filing fee of $2,016.94. The registrant is no longer eligible to offer any additional securities under the Prior Registration Statement. Pursuant to Rule 457(p) of the Securities Act, the registrant hereby applies the $2,016.94 registration fee previous paid with respect to the unsold securities to offset the registration fee shown in the table above. |
| (6) | On March 28, 2023, the registrant filed a prospectus supplement to the Prior Registration Statement, which registered 7,102,081 Common Shares to be sold by selling securityholders in a secondary offering, some of which remain unsold. In connection therewith, the registrant previously paid a filing fee of $1,494.86. The registrant is no longer eligible to offer any additional securities under the Prior Registration Statement. Pursuant to Rule 457(p) of the Securities Act, the registrant hereby applies the $1,494.86 registration fee previous paid with respect to the unsold securities to offset the registration fee shown in the table above. |
