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6-K

Curaleaf Holdings, Inc. (CURLF)

6-K 2022-01-24 For: 2022-01-24
View Original
Added on April 07, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January, 2022.

Commission File Number: 333-249081

CURALEAF HOLDINGS,INC.

(Exact Name of Registrant as Specified in Charter)

666 Burrard Street, Suite 1700, Vancouver, British Columbia V6C 2X8

Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ¨  Form 40-F  x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CURALEAF HOLDINGS, INC.
(Registrant)
Date: January 24, 2022 By: /s/ Peter Clateman
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Name: Peter Clateman
Title: Chief Legal Officer

EXHIBIT INDEX

99.1 Press Release dated January 19, 2022
99.2 Form 9, Notice of Issuance or Proposed Issuance of Listed Securities dated January 21, 2022

Exhibit 99.1

CURALEAF COMPLETES ACQUISTION OF BLOOM DISPENSARIES

WAKEFIELD, Mass. – January 19, 2022 /PRNewswire/ -- Curaleaf Holdings, Inc. (CSE: CURA / OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, today announced the completion of its previously announced acquisition of Bloom Dispensaries ("Bloom"), a vertically integrated, single state cannabis operator in Arizona (the “Transaction”). With the close of the Transaction, Curaleaf’s retail footprint has reached 13 dispensaries in Arizona and 121 nationwide.

Boris Jordan, Executive Chairman of Curaleaf, stated, “Bloom is an excellent strategic fit for Curaleaf as it further expands our capacity and retail footprint in Arizona with an attractive set of assets, enabling us to better serve the state’s US$1.4 billion-plus annual market opportunity. Adding to these benefits, Bloom will be immediately accretive to our adjusted EBITDA margins. On behalf of the Board of Directors and management team, I am pleased to officially welcome Bloom to the Curaleaf family.”

Joseph Bayern, CEO of Curaleaf, stated, “We are very excited to complete our acquisition of Bloom. Bloom is an ideal asset to expand Curaleaf’s presence in Arizona having built a strong and profitable business by consistently delivering the highest quality products to the market. Arizona represents a significant market opportunity with strong long-term growth potential, and we believe the combination of our two companies will enable Curaleaf to accelerate our growth strategy in the state.”

Bloom Dispensaries Highlights:

· 2021 revenue of approximately US$66 million and EBITDA margins of more than 40%.
· Four retail dispensaries located in the cities of Phoenix, Tucson, Peoria, and the only dispensary currently<br>in Sedona.
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· Two adjacent cultivation and processing facilities located in north Phoenix totaling approximately 63,500<br>sq. ft. of space.
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Transaction Details:

Under the terms of the agreement, Curaleaf paid an aggregate purchase price of approximately US$211 million on a cash and debt free basis with target working capital. The purchase price is subject to standard adjustments based on the actual working capital in the company at close. The purchase price will be paid US$51 million in cash at close, with the remaining approximately US$160 million to be paid through the issuance three promissory notes of US$50 million, US$50 million, and US$60 million due, respectively, on the first, second and third anniversary of closing of the Transaction. At the option of the sellers of Bloom, the third promissory note may be paid by the Company by issuing up to 4,881,392 subordinate voting shares of Curaleaf Holdings at a fixed price of US$13.85 per share on the third anniversary of closing. The notes will be recourse only to shares and assets of Bloom and will not be guaranteed by any Curaleaf entity.


About Curaleaf Holdings


Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf and Select, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. In the United States, Curaleaf currently operates in 23 states with 121 dispensaries, 25 cultivation sites, and employs over 5,200 team members. Curaleaf International is the largest vertically integrated cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Canadian Securities Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.

Curaleaf IR Twitter Account: https://twitter.com/Curaleaf_IR

Investor Toolkit: https://ir.curaleaf.com/investor-toolkit

Investor Relations Website: https://ir.curaleaf.com/

Forward Looking Statements

This media advisory contains forward–looking statements and forward–looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects", "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward–looking statements and information concerning the completion of the acquisition of Bloom Companies ("Bloom") and its impacts on the combined business of Curaleaf and Bloom, and the accretive nature of the acquisition of Bloom to Curaleaf's EBITDA margins. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, amongst other risk factors, the ability of Curaleaf to successfully complete the acquisition of Bloom and successfully integrate the business of Bloom and their respective corporate cultures; the potential delays or failures to receive required regulatory approvals; and the risks that actual financial results of Bloom will not meet expectations. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed April 28, 2021, which is available under the Company's SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.

Investor Contact:

Curaleaf Holdings, Inc.

Carlos Madrazo, SVP Head of IR & Capital Markets

[email protected]

Media Contact:

Curaleaf Holdings, Inc.

Tracy Brady, VP Corporate Communications

[email protected]

Exhibit 99.2

FORM 9

NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

(or securities convertible or exchangeable into listed securities**^1^**)

Name of Listed Issuer: Symbol(s):
Curaleaf Holdings, Inc. (the “Issuer”). CURA

Date:    January 21, 2022     Is this an updating or amending Notice:     xYes    ¨ No

If yes provide date(s) of prior Notices: January 7, 2022______________________.

Issued and Outstanding Securities of Issuer Prior to Issuance: 614,664,677 ****

Pricing

Date of news release announcing proposed issuance: December 28, 2021 or

Date of confidential request for price protection: Not applicable

Closing Market Price on Day Preceding the news release: CAD $11.45 or

Day preceding request for price protection: Not applicable

Closing

Number of securities to be issued: Refer to section 2 below

Issued and outstanding securities following issuance: Refer to section 2 below

Instructions:

1. For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form.
2. Complete Table 1A – Summary for all purchasers, excluding those identified in Item 8.
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3. Complete Table 1B – Related Persons only for Related Persons
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4. If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please<br>proceed to Part 2 of this form.
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5. An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in<br>which case it is to be reported on Form 10 – Notice of Proposed Transaction
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6. Post the completed Form 9 to the CSE website in accordance with Policy 6 – Distributions. In addition, the completed form must be delivered to [email protected]<br> with an appendix that includes the information in Table 1B for ALL placees.
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FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
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LISTED SECURITIES
September 2018
Page 1

Part 1.             Private Placement – Not applicable

Table 1A – Summary

Each jurisdiction in which<br><br> purchasers reside Number of <br><br>Purchasers Price per <br><br>Security Total dollar value<br><br> (CDN$) raised in<br><br> the jurisdiction
Total number of purchasers:
Total dollar value of distribution in all jurisdictions:

Table 1B – Related Persons – Not applicable


FullName &Municipality of Residence of Placee Numberof Securities Purchased or to be Purchased Purchaseprice per Security (CDN$) ConversionPrice (if Applicable) (CDN$) Prospectus Exemption TotalSecuritiesPreviouslyOwned, Controlled or Directed PaymentDate(1) Describerelations-hip to Issuer (2)

^1^An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.

1. Total amount of funds to be raised:                                                                                                                    .
2. Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the<br>significance of the transaction without reference to any other material.                                                                                .
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FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
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3. Provide particulars of any proceeds which are to be paid to Related Persons<br>of the Issuer:
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.
4. If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange<br>the debt for securities.
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5. Description of securities to be issued:
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(a) Class .
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(b) Number .
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(c) Price per security .
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(d) Voting rights
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6. Provide the following information if warrants, (options) or other convertible securities are to be issued:
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(a) Number .
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(b) Number of securities eligible to be purchased on exercise of warrants (or options)
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.
(c) Exercise price .
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(d) Expiry date .
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7. Provide the following information<br>if debt securities are to be issued:
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(a) Aggregate principal amount .
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(b) Maturity date .
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(c) Interest rate .
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(d) Conversion terms .
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(e) Default provisions .
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FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
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LISTED SECURITIES
September 2018
Page 3
8. Provide the following information for any agent’s fee, commission, bonus or finder’s fee,<br>or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):
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(a) Details of any dealer, agent, broker<br> or other person receiving compensation in connection with the placement (name, and if a corporation,<br> identify persons owning or exercising voting control over 20% or more of the voting shares<br> if known to the Issuer):        .
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(b) Cash .
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(c) Securities .
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(d) Other .
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(e) Expiry date of<br> any options, warrants etc. .
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(f) Exercise price<br> of any options, warrants etc. .
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9. State whether the sales agent, broker, dealer or other person receiving compensation in connection with<br>the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship
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.
10. Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.).
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.
11. State whether the private placement will result in a change of control.
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.
12. Where there<br> is a change in the control of the Issuer resulting from the issuance of the private placement<br> shares, indicate the names of the new controlling shareholders.
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.
13. Each purchaser has been advised of the applicable securities legislation restricted or seasoning period.<br>All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until<br>the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities.
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FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
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LISTED SECURITIES
September 2018
Page 4

Part 2.           Acquisition

1. Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable).<br>The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference<br>to any other material: The Issuer has entered into a definitive agreement to acquire Bloom Dispensaries ("Bloom"),<br>a vertically integrated, single state cannabis operator in Arizona in a transaction valued at approximately USD $211 million (the "Transaction").<br>The Transaction closed on January 19, 2022.
2. Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option,<br>license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance<br>of the acquisition without reference to any other material: On December 28, 2021, CLF AZ SPV, Inc., a wholly-owned subsidiary of the<br>Issuer (the “Purchaser”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”)<br>with Bloom Master Fund I, LLC d/b/a Bloom (the “Target”), Pinal County Wellness Center (“Pinal”),<br>AZCL 1, Zonacare (together with Pinal and AZCL 1, the “Licensed Entities”) and Eagle Valley Holdings, LLC (“Eagle”),<br>Q Business Consulting LLC (“Q”) and LBSF, LLC (together with Eagle and Q, the “Sellers”) whereby<br>the Purchaser agreed to purchase all of the outstanding membership interests of the Target from the Sellers, in a transaction valued at<br>approximately USD $211 million.
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The total consideration payable under the Purchase Agreement is composed of:

· USD $51 million payable in cash at closing<br>of the transactions contemplated by the Purchase Agreement (“Closing”);
· the remaining approximately USD $160 million<br>paid through the issuance of three promissory notes of USD $50 million, USD $50 million, and USD $60 million due, respectively, on the<br>first, second and third anniversary of Closing;
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the whole subject to pre-closing and post-closing adjustments for working capital of the Target, cash on hand by the Target, regulatory fees and inventory of the Target.

The promissory notes are recourse only to shares and assets of the Target and are not guaranteed by any entity affiliated with the Issuer.

At the option of the Sellers, the third promissory note may be paid by the Issuer by issuing up to 4,859,687 Subordinate Voting Shares of the Issuer (at a fixed price of USD $13.85 per Subordinate Voting Share) on the third anniversary of Closing.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 5
3. Provide the following information in relation to the total consideration for the acquisition (including<br>details of all cash, securities or other consideration) and any required work commitments:
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(a) Total aggregate consideration in Canadian dollars: Approximately CAD $270.35 million, equivalent to<br>USD $211 million using the Bank of Canada’s exchange rate of USD $1.00 for CDN $1.2813 as of December 24, 2021.
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(b) Cash: Approximately USD $211 million.
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(c) Securities (including options, warrants etc.) and dollar value: At the option of the Sellers, the third<br>promissory note may be paid by the Issuer by issuing up to 4,859,687 Subordinate Voting Shares of the Issuer (at a fixed price of CAD<br>$17.75, equivalent to USD $13.85 per Subordinate Voting Share using the Bank of Canada’s exchange rate of USD $1.00 for CDN $1.2813<br>as of December 24, 2021) on the third anniversary of Closing.
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(d) Other: Not applicable.
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(e) Expiry date of options, warrants, etc. if any: Not applicable.
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(f) Exercise price of options, warrants, etc. if any: Not applicable.
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(g) Work commitments: Not applicable.
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4. State how the purchase or sale price was determined (e.g. arm’s-length negotiation, independent committee of the Board, third<br>party valuation etc).
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Arm’s length negotiation.

5. Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: Not applicable.
6. The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of<br>securities to be issued are described as follows:
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FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
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LISTED SECURITIES
September 2018
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****<br><br> <br>Name of Party (If not an individual, name all insiders of the Party) ****<br><br> <br>Number and Type of Securities to be Issued Dollar <br>value per<br> Security<br> (CDN) ****<br><br> <br>Prospectus Exemption ****<br><br> <br>Total Securities, Previously Owned, Controlled or Directed by Party ****<br><br> <br>Describerelationship to Issuer^(1)^
--- --- --- --- --- ---
Eagle Valley Holdings, LLC<br><br> <br><br><br> <br>Q Business Consulting, LLC<br><br> <br><br><br> <br>LBSF, LLC Up to 4,859,687 Subordinate Voting Shares, if elected by the Sellers (refer to Section 2 above for details) CAD 17.75 (equivalent to 13.85, using the Bank of Canada’s Exchange Rate of 1.00 for CDN 1.2813 as of December 24, 2021) Section 3 of BC Instrument 72-503 Nil Arm’s length party

All values are in US Dollars.

(1) Indicate if Related Person
7. Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being<br>acquired: Customary legal due diligence, including customary litigation searches, as well as customary representations and warranties<br>and disclosures included in the Purchase Agreement.
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8. Provide the following information for any agent’s fee, commission, bonus or finder’s fee,<br>or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.):
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(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition<br>(name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the<br>Issuer): Not applicable.
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(b) Cash: Not applicable.
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(c) Securities: Not applicable.
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(d) Other: Not applicable.
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(e) Expiry date of any options, warrants etc.: Not applicable.
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(f) Exercise price of any options, warrants etc.: Not applicable.
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FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
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LISTED SECURITIES
September 2018
Page 7
9. State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person<br>or has any other relationship with the Issuer and provide details of the relationship. Not applicable.
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10. If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous<br>to or otherwise related to any other asset acquired in the last 12 months. Not applicable.
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This document contains forward–looking statements and forward–looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or, "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this document contains forward–looking statements and information concerning the completion of the acquisition of the Target and its impacts on the combined business and financial performance of Curaleaf and the Target. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the Issuer with respect to the matter described in this document. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of document and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, amongst other risk factors, the ability of Curaleaf to successfully complete the acquisition of the Target and successfully integrate the business of the Target and their respective corporate cultures; the potential delays or failures to receive required regulatory approvals; and the risks that actual financial results of the Target will not meet expectations. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Issuer’s latest annual information form filed April 28, 2021, which is available under the Issuer's SEDAR profile at http://www.sedar.com, and in other filings that the Issuer has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this document and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward looking statements contained in this document.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 8

Certificate of Compliance

The undersigned hereby certifies that:

1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution<br>of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.
2. As of the date hereof there is not material information concerning the Issuer which has not been publicly<br>disclosed.
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3. the Issuer has obtained the express written consent of each applicable individual to:
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(a) the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this filing; and
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(b) the collection, use and disclosure of their information by the Exchange in the manner and for the purposes<br>described in Appendix A or as otherwise identified by the Exchange, from time to time
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4. The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements<br>of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined<br>in CSE Policy 1).
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5. All of the information in this Form 9 Notice of Issuance of Securities is true.
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Dated January 21, 2022.

Peter Clateman
Name of Director or Senior Officer
/s/ Peter Clateman
Signature
Chief Legal Officer
Official Capacity
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
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LISTED SECURITIES
September 2018
Page 9

Appendix A

PERSONAL INFORMATION COLLECTION POLICYREGARDING FORM 9

The Canadian Securities Exchange and its subsidiaries, affiliates, regulators and agents (collectively, “CSE or the “Exchange”) collect and use the information (which may include personal or other information) which has been provided in Form 9 for the following purposes:

To determine whether an individual is suitable to be associated with a Listed Issuer;
To determine whether an issuer is suitable for listing;
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To determine whether allowing an issuer to be listed or allowing an individual to be associated with a<br>Listed Issuer could give rise to investor protection concerns or could bring the Exchange into disrepute;
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To conduct enforcement proceedings;
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To ensure compliance with Exchange Requirements and applicable securities legislation; and
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To fulfil the Exchange’s obligation to regulate its marketplace.
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The CSE also collects information, including personal information, from other sources, including but not limited to securities regulatory authorities, law enforcement and self-regulatory authorities, regulation service providers and their subsidiaries, affiliates, regulators and agents. The Exchange may disclose personal information to these entities or otherwise as provided by law and they may use it for their own investigations.

The Exchange may use third parties to process information or provide other administrative services. Any third party will be obliged to adhere to the security and confidentiality provisions set out in this policy.

All personal information provided to or collected by or on behalf of The Exchange and that is retained by The Exchange is kept in a secure environment. Only those employees who need to know the information for the purposes listed above are permitted access to the information or any summary thereof. Employees are instructed to keep the information confidential at all times.

Information about you that is retained by the Exchange and that you have identified as inaccurate or obsolete will be corrected or removed.

If you wish to consult your file or have any questions about this policy or our practices, please write the Chief Privacy Officer, Canadian Securities Exchange, 220 Bay Street – 9th Floor, Toronto, ON, M5J 2W4.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
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