6-K
Curaleaf Holdings, Inc. (CURLF)
UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2023.
Commission File Number: 333-249081
CURALEAFHOLDINGS, 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
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: | March 31,<br> 2023 | By: | /s/ Peter Clateman |
| Name: | Peter<br> Clateman | ||
| Title: | Chief Legal Officer |
EXHIBIT INDEX
| 99.1 | Press Release dated March 29, 2023 |
|---|---|
| 99.2 | Form 9, Notice of Issuance or Proposed Issuance of Listed Securities dated March 30,<br> 2023 |
Exhibit 99.1
Curaleaf Announces Acquisition of Deseret Wellness
Transaction Strengthens Curaleaf’sPresence in Utah as State’s Largest Retail Operator
Upon Close, the Company'sRetail Footprint Will Increase to Four Dispensaries in Utah and 150 Nationwide
NEW YORK, Mar. 29, 2023 — Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced that it has entered into a definitive agreement to acquire Deseret Wellness ("Deseret"), the largest cannabis retail operator in Utah, in a cash and stock transaction valued at approximately US$20 million (the "Transaction"). The Transaction is expected to close imminently, subject to customary closing conditions.
The proposed Transaction with Deseret includes three retail dispensaries located in the cities of Park City, Provo and Payson, with a combined annualized revenue run rate of US$14 million. Deseret immediately strengthens Curaleaf's retail footprint in Utah, providing the state’s medical patients with a wide variety of quality products including cannabis flower, vape cartridges, edibles, and concentrates. Following the close of Deseret, Curaleaf's retail footprint will increase to four dispensaries in Utah and 150 nationwide.
Boris Jordan, Executive Chairman of Curaleaf, stated, “We are pleased to continue Curaleaf's expansion in Utah with the acquisition of Deseret Wellness. This deal represents the largest cannabis retail change of ownership in the state's history and bolsters our strong position in the market with an attractive portfolio of retail assets. On behalf of the Board of Directors and management team, I look forward to welcoming Deseret to the Curaleaf family.”
Matt Darin, CEO of Curaleaf, stated, “Utah is an important emerging market for Curaleaf, and we are excited to expand our medical retail footprint in the state. Deseret shares Curaleaf's mission of expanding access to high-quality, tested and regulated cannabis products while providing patients with superior service. Deseret has built a strong and profitable business, and we believe the combination of our two companies will enhance our competitive position in the Utah market."
According to data released by the Utah Department of Health and Human Services (DHHS) Center for Medical Cannabis, the number of active medical cannabis patients in Utah increased by 51% in 2022, with 65,016 registered medical patients reported in February 2023. Utah's net cannabis sales totaled US$118.7 million in 2022, up 58.6% from the year prior.
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, Select, and Grassroots provide industry-leading service, product selection and accessibility across the medical and adult-use markets. In the United States, Curaleaf currently operates in 19 states with 150 dispensaries and employs nearly 5,500 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" 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 news release contains forward-looking statements and information concerning the acquisition of Deseret Wellness. 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. 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 March 9, 2022, 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.
Camilo Lyon, Chief Investment Officer
IR@curaleaf.com
MEDIA CONTACT
Curaleaf Holdings, Inc.
Tracy Brady, SVP Corporate Communications
media@curaleaf.com
Exhibit 99.2
FORM 9
NOTICE OFISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES
(or securitiesconvertible or exchangeable into listed securities^1^)
| Name<br> of Listed Issuer: | Symbol(s): |
|---|---|
| Curaleaf<br> Holdings, Inc. (the “Issuer”). | CURA |
Date: March 30, 2023 Is this an updating or amending Notice: ¨Yes xNo
If yes provide date(s) of prior Notices: N/A____________.
Issued and Outstanding Securities of Issuer Prior to Issuance: 624,275,620 Subordinate Voting Shares.
Pricing
Date of news release announcing proposed issuance: N/A or
Date of confidential request for price protection: N/A
Closing Market Price on Day Preceding the news release: N/A or
Day preceding request for price protection: N/A
Closing
Number of securities to be issued: Refer to Part 2 below.
Issued and outstanding securities following issuance: Refer to Part 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. |
| --- | --- |
| 3. | Complete Table 1B – Related Persons only for Related Persons |
| --- | --- |
| 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. |
| --- | --- |
| 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 |
| --- | --- |
| 6. | Post the completed Form 9 to the CSE website in accordance<br> with Policy 6 – Distributions. In addition, the completed form must be delivered<br> to listings@thecse.com with an appendix that includes the information in Table 1B<br> for ALL placees. |
| --- | --- |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSEDISSUANCE OF
LISTED SECURITIES
September 2018
Page 1
| Part 1. | Private Placement |
|---|
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
| ****<br><br> <br>Full Name &Municipality of Residenceof Placee | ****<br><br> <br>Number of Securities<br><br> <br>Purchased or to be Purchased | ****<br><br> <br>Purchase price per Security (CDN$) | ****<br><br> <br>Conversion<br><br> <br>Price (if<br><br> <br>Applicable)<br><br> <br>(CDN$) | ****<br><br> <br>Prospectus Exemption | ****<br><br> <br>TotalSecuritiesPreviously Owned, Controlled or Directed | ****<br><br> <br>Payment Date(1) | ****<br><br> <br>Describe relationship 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<br> the significance of the transaction without reference to any other material.<br> __________________________________________________________________ . |
| --- | --- |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSEDISSUANCE OF
LISTED SECURITIES
September 2018
Page 2
| 3. | Provide particulars of any<br>proceeds which are to be paid to Related Persons of the Issuer: ________________________________________ |
|---|---|
| _____________________________________________________________________________________________________________ . | |
| 4. | If securities are issued in forgiveness of indebtedness, provide details<br> of the debt agreement(s) or and the agreement to exchange the debt for securities. |
| --- | --- |
| 5. | Description of securities to be issued: |
| --- | --- |
| (a) | Class<br> _______________________________________________________________________________________________<br> . |
| --- | --- |
| (b) | Number<br> _____________________________________________________________________________________________<br> . |
| (c) | Price<br> per security ______________________________________________________________________________________<br> . |
| (d) | Voting<br> rights _________________________________________________________________________________________ |
| 6. | Provide the following information if warrants, (options) or other convertible securities are to be issued: |
| --- | --- |
| (a) | Number _____________________________________________________________________________________________ . |
| --- | --- |
| (b) | Number<br> of securities eligible to be purchased on exercise of warrants (or options) _____________________________________ |
| --- | --- |
| ___________________________________________________________________________________________________<br> . | |
| (c) | Exercise<br> price ________________________________________________________________________________________<br> . |
| (d) | Expiry<br> date __________________________________________________________________________________________<br> . |
| 7. | Provide the following information if debt securities are to be issued: |
| --- | --- |
| (a) | Aggregate<br> principal amount _____________________________________________________________________________<br> . |
| --- | --- |
| (b) | Maturity<br> date ________________________________________________________________________________________<br> . |
| (c) | Interest<br> rate _________________________________________________________________________________________<br> . |
| (d) | Conversion<br> terms _____________________________________________________________________________________<br> . |
| (e) | Default<br> provisions ____________________________________________________________________________________<br> . |
| 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.): |
| --- | --- |
| (a) | Details of any dealer, agent, broker or other person receiving compensation in connection with the placement<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): ______ . |
| --- | --- |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSEDISSUANCE OF
LISTED SECURITIES
September 2018
Page 3
| (b) | Cash _______________________________________________________________________________________________ . |
|---|---|
| (c) | Securities ____________________________________________________________________________________________ . |
| --- | --- |
| (d) | Other _______________________________________________________________________________________________ . |
| --- | --- |
| (e) | Expiry date of any options, warrants etc. ____________________________________________________________________ . |
| --- | --- |
| (f) | Exercise price of any options, warrants etc. __________________________________________________________________ . |
| --- | --- |
| 9. | State whether the sales agent, broker, dealer or other person receiving compensation in connection<br> with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship ___________________________________________________ |
| --- | --- |
| _____________________________________________________________________________________________________________ . | |
| 10. | Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.). |
| --- | --- |
| _____________________________________________________________________________________________________________ . | |
| 11. | State whether the private placement will result in a change of control. |
| --- | --- |
| _____________________________________________________________________________________________________________ . | |
| 12. | Where there 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. __________________________________________________________________________________________ |
| --- | --- |
| _____________________________________________________________________________________________________________ | |
| _____________________________________________________________________________________________________________ . | |
| 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. |
| --- | --- |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSEDISSUANCE OF
LISTED SECURITIES
September 2018
Page 4
| Part 2. | Acquisition |
|---|---|
| 1. | Provide details of the assets to be acquired<br> by the Issuer (including the location of the assets, if applicable). The disclosure should<br> be sufficiently complete to enable a reader to appreciate the significance of the transaction<br> without reference to any other material: |
| --- | --- |
On March 28, 2023, the Issuer announced that it has entered into a definitive agreement and plan of merger (the “Merger Agreement) to acquire Deseret Wellness LLC (the “Target”), the largest cannabis retail operator in Utah, for a cash and stock consideration valued at approximately U.S.$20 million, as further described below. The transaction is expected to close imminently, subject to customary closing conditions.
| 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: |
|---|
The Issuer, a wholly owned subsidiary of the Issuer (“Merger Sub”), the Target and the Member Representative (as defined in the Merger Agreement) entered into the Merger Agreement on March 28, 2023, pursuant to which, by way of a merger of Merger Sub with and into the Target, with the Target continuing as the surviving entity (the “Surviving Entity”) and as a wholly owned subsidiary of the Issuer, (i) each issued and outstanding share of common stock, par value $0.001 per share, of Merger Sub shall be converted into and become one fully paid and non-assessable unit of the Surviving Entity, so that the Issuer shall be the holder of all of the issued and outstanding units, representing 100% of the outstanding membership interests, of the Surviving Entity, and (ii) each unit that is issued and outstanding immediately prior to the effective time will be cancelled and extinguished as of the effective time and be converted into the right of the holder thereof to receive its percentage interest of the Merger Consideration (as defined below).
The overall consideration payable to the participating securityholders (the “Sellers”) amounts in the aggregate to U.S.$20,000,000 (“Purchase Price”) and will be satisfied by the Purchaser on closing as detailed below.
Each of the Sellers is an arm’s length party with respect to Merger Sub and the Issuer.
FORM 9 – NOTICE OF ISSUANCE OR PROPOSEDISSUANCE OF
LISTED SECURITIES
September 2018
Page 5
Each of the Sellers has agreed to a lock-up on the Consideration Shares they are entitled to receive under the Merger Agreement, whereby 50 percent of the Consideration Shares that a Seller is entitled to receive on the Consideration Share Issuance Date (as defined in the Merger Agreement) will be released from the lock-up on the date that is six (6) months after the Closing Date, and the remaining 50 percent of such shares will be released from the lock-up on the date that is twelve (12) months after the Closing Date. Any subsequent issuance of Subordinate Voting Shares to the Sellers under the Merger Agreement will be subject to a similar lock-up release schedule, whereby 50 percent of such shares will be released from lock-up on the date that is six (6) months after the issuance of such shares, and the remaining 50 percent of such shares will be released from the lock-up on the date that is twelve (12) months after the issuance of such shares.
| 3. | Provide the following information in relation<br> to the total consideration for the acquisition (including details of all cash, securities<br> or other consideration) and any required work commitments: |
|---|---|
| (a) | Total aggregate consideration in Canadian<br> dollars: U.S.$20,000,000 equivalent to approximately CAD27,252,000 using the daily average<br> exchange rate of CAD1.3626 to USD1.00 published by the Bank of Canada on March 28, 2023. |
| --- | --- |
| (b) | Cash: U.S.$5,000,000, less the amount of the assumed debt, subject to adjustments in accordance with<br>the Merger Agreement. |
| --- | --- |
| (c) | Securities (including options, warrants etc.) and dollar value: A number of Subordinate Voting Shares<br>of the Issuer equal to U.S.$15,000,000 (the “Consideration Shares”), and subject to adjustment in accordance with the Merger<br>Agreement, converted into Canadian Dollars at the closing exchange rate at the end of the trading day immediately preceding the Consideration<br>Share Issuance Date, at a price per Subordinate Voting Share (the “Purchaser Share Price”) equal to the greater of (i) the<br>volume weighted average price (“VWAP”) of the Subordinate Voting Shares on the CSE for the seven-trading day period that ends<br>on the trading day immediately preceding the Consideration Share Issuance Date, and (ii) 85% of the closing price of the Subordinate<br>Voting Shares on the CSE on the date that is two (2) trading days prior to Consideration Share Issuance Date. |
| --- | --- |
The Merger Consideration will be adjusted post-closing, up or down, on a dollar-for-dollar basis, by the amount, if any, by which the final closing working capital determined in accordance with the Merger Agreement is greater or less than the estimated closing working capital (the “Post-Closing Adjustment”). The Post-Closing Adjustment will be satisfied by the issuance of additional Subordinate Voting Shares by the Issuer, in the event the Post-Closing Adjustment is positive, or the forfeiture of a certain number of Subordinate Voting Shares by the sellers, in the event the Post-Closing Adjustment is negative (such number of Subordinate Voting Shares being referred to as the “Post Closing Share Consideration Adjustment). The Post Closing Share Consideration Adjustment shall represent a number of Subordinate Voting Shares equal to the Post Closing Adjustment divided by the Purchaser Share Price, provided that the VWAP shall be calculated with reference to the date of issuance or forfeiture of the Subordinate Voting Shares comprising the Post Closing Share Consideration Adjustment rather than the Consideration Share Issuance Date.
FORM 9 – NOTICE OF ISSUANCE OR PROPOSEDISSUANCE OF
LISTED SECURITIES
September 2018
Page 6
| (d) | Other: N/A |
|---|---|
| (e) | Expiry date of options, warrants, etc. if any: N/A |
| --- | --- |
| (f) | Exercise price of options, warrants, etc. if any: N/A. |
| --- | --- |
| (g) | Work commitments: N/A. |
| --- | --- |
| 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). |
| --- | --- |
The purchase price was determined through arm’s length negotiation.
| 5. | Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: N/A. |
|---|
FORM 9 – NOTICE OF ISSUANCE OR PROPOSEDISSUANCE OF
LISTED SECURITIES
September 2018
Page 7
| 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: | |||||
|---|---|---|---|---|---|---|
| ****<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 | ****<br><br> <br>Dollar value per Security | ****<br><br> <br>Conversion price (if applicable) | ****<br><br> <br>Prospectus Exemption | ****<br><br> <br>Total Securities, Previously Owned, Controlled or Directed by Party | ****<br><br> <br>Describe relationshipto Issuer^(1)^ |
| --- | --- | --- | --- | --- | --- | --- |
| Rockwood Advisory LLC | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Jonathon Goldrath | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Peter Bio | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| SEM Deseret, LLC | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Poppo Trust 06-30-1999 | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Alan Dayton | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Rocco Levine | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Paul K. Rothe | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Reiss Holdings, LLC | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Christina Corey | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSEDISSUANCE OF
LISTED SECURITIES
September 2018
Page 8
| Trip Hoffman | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
|---|---|---|---|---|---|---|
| William R Greenberg MD, LLC | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Robbins Gottlock | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Robin Lines | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| John Ziegler | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| PWG, LLC | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Ari Raptis | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Michael Vanderzwan | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Leslie Crabb | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSEDISSUANCE OF
LISTED SECURITIES
September 2018
Page 9
| Ted Clayton | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
|---|---|---|---|---|---|---|
| Ben Glaze | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Leslie Glaze | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Jeremy Sumerix | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| MXY License Holdings, LLC | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| John Lykouretzos | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| (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 due diligence, including lien and litigation due diligence, as customary under local law. | |||||
| --- | --- | |||||
| 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.): | |||||
| --- | --- | |||||
| (a) | Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition<br>(name, andif a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the<br>Issuer): N/A. | |||||
| --- | --- |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSEDISSUANCE OF
LISTED SECURITIES
September 2018
Page 10
| (b) | Cash N/A. |
|---|---|
| (c) | Securities N/A. |
| --- | --- |
| (d) | Other N/A. |
| --- | --- |
| (e) | Expiry date of any options, warrants etc. N/A |
| --- | --- |
| (f) | Exercise price of any options, warrants etc. N/A. |
| --- | --- |
| 9. | State whether the sales agent, broker or other person receiving compensation<br> in connection with the acquisition is a Related Person or has any other relationship with<br> the Issuer and provide details of the relationship. N/A |
| --- | --- |
| 10. | If applicable, indicate whether the acquisition<br> is the acquisition of an interest in property contiguous to or otherwise related to any other<br> asset acquired in the last 12 months. N/A. |
| --- | --- |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSEDISSUANCE OF
LISTED SECURITIES
September 2018
Page 11
Certificate Of Compliance
The undersigned hereby certifies that:
| 1. | The undersigned is a director and/or senior<br> officer of the Issuer and has been duly authorized by a resolution of the board of directors<br> of the Issuer to sign this Certificate of Compliance on behalf of the Issuer. |
|---|---|
| 2. | As of the date hereof there is not material<br> information concerning the Issuer which has not been publicly disclosed. |
| --- | --- |
| 3. | the Issuer has obtained the express written consent of each applicable<br> individual to: |
| --- | --- |
| (a) | the disclosure of their information to the Exchange pursuant to<br> this Form or otherwise pursuant to this filing; and |
| --- | --- |
| (b) | the collection, use and disclosure of<br> their information by the Exchange in the manner and for the purposes described in Appendix<br> A or as otherwise identified by the Exchange, from time to time |
| --- | --- |
| 4. | The undersigned hereby certifies to the Exchange<br> that the Issuer is in compliance with the requirements of applicable securities legislation<br> (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as<br> defined in CSE Policy 1). |
| --- | --- |
| 5. | All of the information in this Form 9 Notice of Issuance of Securities is true. |
| --- | --- |
Dated March 30, 2023.
| Peter Clateman |
|---|
| Name of Director or Senior Officer |
| (signed) Peter Clateman |
| Signature |
| Chief Legal Officer |
| Official Capacity |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSEDISSUANCE OF
LISTED SECURITIES
September 2018
Page 1
Appendix A
PERSONAL INFORMATION COLLECTION POLICY REGARDINGFORM 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; |
| --- | --- |
| • | 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; |
| --- | --- |
| • | To conduct enforcement proceedings; |
| --- | --- |
| • | To ensure compliance with Exchange Requirements and applicable securities legislation; and |
| --- | --- |
| • | To fulfil the Exchange’s obligation to regulate its marketplace. |
| --- | --- |
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 PROPOSEDISSUANCE OF
LISTED SECURITIES
September 2018
Page 1