Positions Curaleaf because the World’s Largest Cannabis Company

Brings Together the Largest Public and Largest Private Multi-State Operators within the U.S.

WAKEFIELD, Mass.June 22, 2020 /PRNewswire/ — Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) (“Curaleaf” or the “Company”), a number one vertically built-in hashish operator in the United States, as we speak introduced that it has signed an amended settlement for its acquisition of GR Companies, Inc. (“Grassroots”), the most important personal vertically-integrated multi-state operator within the United States.

Joseph Lusardi, CEO of Curaleaf, said, “Today’s announcement marks another significant step forward in finalizing our acquisition of Grassroots, providing Curaleaf an important entry to highly populous, vertically integrated markets in the Midwest. The pending integration of Grassroots will solidify Curaleaf’s position as the world’s largest cannabis company by revenue and the most well-diversified, vertically integrated cannabis company in the United States, the world’s largest cannabis market. We are well positioned to continue to lead our growing industry, and we look forward to closing the transaction and serving new patients and customers in the Grassroots community.”

On July 17, 2019, Curaleaf introduced the signing of a definitive settlement to amass Grassroots. Under the brand new mutually agreed and amended phrases of the settlement, the principal part of the transaction consideration stays the identical at roughly 102.eight million subordinate voting shares (“SVS”) of Curaleaf.  What had initially been a $75 million money part of the consideration has been eradicated, whereas the part of further Curaleaf SVS to be priced on the 10-day volume-weighted common value previous to closing of the transaction has been elevated from $40 million to roughly $90.1 million, topic to remaining adjustment. Accordingly, the entire SVS consideration for the transaction is anticipated to be roughly 118.9 million shares(1). Curaleaf and Grassroots mutually aligned on the up to date phrases in help of the additional optimization of money, offering most flexibility to help the longer term development of the enterprise following the shut of the transaction. In addition, the events have resolved that sure Grassroots belongings in IllinoisOhio and Maryland shall be designated on the market after closing to adjust to native limitation on license possession. The transaction value stays topic to standard working capital and different changes. Curaleaf’s acquisition of Grassroots is presently anticipated to shut upon completion of sure pre-closing situations inside the coming weeks.

Grassroots is a robust market chief all through the Midwest, with an affiliated portfolio of over 50 dispensary licenses, together with greater than 30 operational dispensaries. The transaction is anticipated to strategically speed up Curaleaf’s growth into Illinois and Pennsylvania, that are among the many largest and fastest-growing hashish markets in the United States. Grassroots additionally has a number one presence in new state markets through which Curaleaf doesn’t presently function, together with ArkansasNorth Dakota, and Vermont. The transaction can be complementary to Curaleaf’s present enterprise in seven different states, offering further scale and working leverage in main markets corresponding to ArizonaMarylandMichigan, and Ohio.

The deliberate integration of Grassroots is anticipated to increase Curaleaf’s presence from 18 to 23 states, with the mixed firm having over 135 dispensary licenses, 88 operational dispensary areas, over 30 processing amenities and 22 cultivation websites with 1.6 million sq. ft of present cultivation capability.

At closing, safety holders in Grassroots could have roughly 18% professional forma possession of Curaleaf on a fully-diluted foundation. The amended phrases of the transaction have been unanimously permitted by the Boards of Directors at each corporations. A duplicate of the amended transaction settlement with respect to the proposed transaction shall be filed underneath Curaleaf’s profile on SEDAR at www.sedar.com.

Upon closing of the transaction, the core safety holders of Grassroots could have, as a bunch, the correct to nominate one individual to serve on the Curaleaf Board of Directors. Mitch Kahn, co-founder and CEO of Grassroots, will fill the allotted board seat. Kahn co-founded Grassroots in 2014 and brings with him greater than 20 years of govt expertise.

About Curaleaf Holdings, Inc.
Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) (“Curaleaf”) is a number one vertically built-in multi-state hashish operator with a mission to enhance lives by offering readability round hashish and confidence round consumption. As a high-growth hashish firm recognized for high quality, experience and reliability, the corporate and its manufacturers, Curaleaf and Select, present industry-leading service, product choice and accessibility throughout the medical and adult-use markets. The firm presently operates in 18 states with 57 dispensaries, 15 cultivation websites and 24 processing websites. Curaleaf employs over 2,200 individuals throughout the United States. For extra info please go to www.curaleaf.com.

About Grassroots
Grassroots is a hashish firm devoted to serving, advancing and respecting the hashish motion. Through its distinctive, vertically built-in enterprise mannequin, Grassroots grows, processes and sells trusted hashish merchandise that improve life’s moments for individuals from all backgrounds. Its retail model, Herbology, gives a singular wellness and education-focused dispensary expertise.

Grassroots has constructed its portfolio at an unprecedented tempo, with licenses and amenities in extremely aggressive markets, together with IllinoisNevadaPennsylvaniaMichiganMarylandOklahomaOhioVermontNorth DakotaArkansas and Connecticut. The govt administration group consists of a bunch of extremely expert enterprise leaders united by a typical perception: Cannabis evokes us to dwell deeply. For extra info, go to www.grassrootscannabis.com.


This information launch incorporates “forward-looking information” inside the that means of relevant Canadian securities laws. All statements, aside from statements of historic reality, included herein are ahead trying info. Generally, forward-looking info could also be recognized by way of forward-looking terminology corresponding to “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such phrases and phrases, or by way of phrases or phrases which state that sure actions, occasions or outcomes could, may, would, or would possibly happen or be achieved. There might be no assurance that such forward-looking info will show to be correct, and precise outcomes and future occasions may differ materially from these anticipated in such forward-looking info. This forward-looking info displays the present beliefs of Curaleaf and is predicated on info presently obtainable to Curaleaf and on assumptions that Curaleaf believes are affordable. These assumptions embody, however are usually not restricted to, the power of Curaleaf to finish the transaction described above and the anticipated advantages to Curaleaf of the transaction described above. Forward-looking info is topic to recognized and unknown dangers, uncertainties and different components which will trigger the precise outcomes, degree of exercise, efficiency or achievements of Curaleaf to be materially totally different from these expressed or implied by such forward-looking info. Such dangers and different components could embody, however are usually not restricted to: common enterprise, financial, aggressive, political and social uncertainties; common capital market situations and market costs for securities; the failure of Curaleaf to finish the transaction described above; the power of Curaleaf to efficiently combine the enterprise of Grassroots and their respective company cultures; delay or failure to obtain board, shareholder or regulatory approvals; the precise outcomes of future operations; competitors; adjustments in laws affecting Curaleaf; the timing and availability of exterior financing on acceptable phrases; and lack of certified, expert labor or lack of key people and the opposite components recognized in Curaleaf’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2019 and its different public filings with the Canadian Securities Exchange. Although Curaleaf has tried to determine vital components that would trigger precise outcomes to vary materially from these contained in forward-looking info, there could also be different components that trigger outcomes to not be as anticipated, estimated or meant. Readers are cautioned that the foregoing checklist of things just isn’t exhaustive. Readers are additional cautioned to not place undue reliance on forward-looking info as there might be no assurance that the plans, intentions or expectations upon which they’re positioned will happen. Forward-looking info contained on this information launch is expressly certified by this cautionary assertion. The forward-looking info contained on this information launch represents the expectations of Curaleaf as of the date of this information launch and, accordingly, is topic to alter after such date.  However, Curaleaf expressly disclaims any intention or obligation to replace or revise any forward-looking info, whether or not because of new info, future occasions or in any other case, besides as expressly required by relevant securities legislation.

The subordinate voting shares issuable in reference to the proposed transaction haven’t been registered underneath the Securities Act of 1933, as amended (the “Securities Act”), and is probably not provided or offered in the United States absent registration underneath the Securities Act and relevant state securities legal guidelines or an relevant exemption from these registration necessities.

(1) Total shares of 118.9 million equals the mounted 102.eight million SVS shares plus a further 16.1 million SVS shares which relies on the 10 day volume-weighted common value of Curaleaf’s subordinate voting shares on the Canadian Securities Exchange of US $5.60 as of June 19, 2020. The precise whole variety of shares to be issued at closing will dependent upon the Curaleaf 10 day VWAP on the final buying and selling day previous to closing for the part of further SVS shares issued.

Investor Contact:
Curaleaf Holdings, Inc.
Daniel Foley, VP, Corporate Finance & Investor Relations

Media Contact:
Curaleaf Holdings, Inc.
Tracy Brady, VP, Corporate Communications

SOURCE Curaleaf Holdings, Inc.

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