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 November, 2022.
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
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: | November 14, 2022 | By: | /s/ Peter Clateman |
| Name: | Peter Clateman | ||
| Title: | Chief Legal Officer |
EXHIBIT INDEX
Exhibit 99.1
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 Holdings, Inc. (the "Issuer"). | CURA |
Date: November 2, 2022 Is this an updating or amending Notice: x Yes ¨ No
If yes provide date(s) of prior Notices: July 26, 2019, July 7, 2020 and July 30, 2020.
Issued and Outstanding Securities of Issuer Prior to Issuance: 619,688,548 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: 3,445,556 Subordinate Voting Shares.
Issued and outstanding securities following issuance: 623,134,104 Subordinate Voting Shares.
Instructions:
| 1. | For private placements (including debt settlement),<br> complete tables 1A and 1B in Part 1 of this form. |
|---|---|
| 2. | Complete Table 1A – Summary for all<br> purchasers, excluding those identified in Item 8. |
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| 3. | Complete Table 1B – Related Persons<br> only for Related Persons |
| --- | --- |
| 4. | If shares are being issued in connection<br> 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<br> 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<br> the completed Form 9 to the CSE website in accordance with Policy 6 – Distributions. In addition, the completed form must be delivered to listings@thecse.com with<br> 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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| September 2018 |
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Part 1. PrivatePlacement
Table 1A – Summary
| Each jurisdiction in which<br><br>purchasers reside | Number of<br><br> Purchasers | Price per<br><br> Security | Total<br> dollar value<br><br> (CDN$) raised in<br><br> the jurisdiction |
|---|---|---|---|
| Total number<br> of purchasers: | |||
| Total dollar<br> value of distribution in all jurisdictions: |
Table 1B – Related Persons
| ****<br><br> <br>Full Name | ****<br><br> <br>Number of | ****<br><br> <br>Purchase | Conversion | ****<br><br> <br>TotalSecurities | ****<br><br> <br>Payment | ****<br><br> <br>Describe |
|---|---|---|---|---|---|---|
| &Municipali | Securities | price per | Price (if | Previously | Date(1) | relations |
| ty of | Purchased | Security | Applicable) | Owned, | -hip to | |
| Residence | or to be | (CDN$) | (CDN) | Controlled or | Issuer (2) | |
| of Placee | Purchased | Directed |
All values are in US Dollars.
^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 significance<br>of the transaction without reference to any other material. | |
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| 3. | Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: | |
| --- | --- | --- |
| . | ||
| 4. | If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement<br>to exchange the debt for securities. | |
| --- | --- | |
| 5. | Description of securities to be issued: | |
| --- | --- | |
| (a) | Class | . |
| --- | --- | --- |
| (b) | Number | . |
| --- | --- | --- |
| (c) | Price per security | . |
| --- | --- | --- |
| (d) | Voting rights | |
| --- | --- | |
| 6. | Provide the following information if warrants, (options) or other convertible securities are to be issued: | |
| --- | --- | |
| (a) | Number | . |
| --- | --- | --- |
| (b) | Number of securities eligible to be purchased on exercise of warrants (or options) | |
| --- | --- | --- |
| . | ||
| (c) | Exercise price | . |
| --- | --- | --- |
| (d) | Expiry date | . |
| --- | --- | --- |
| 7. | Provide the following information if debt securities are to be issued: | |
| --- | --- | |
| (a) | Aggregate principal amount | . |
| --- | --- | --- |
| (b) | Maturity date | . |
| --- | --- | --- |
| (c) | Interest rate | . |
| --- | --- | --- |
| (d) | Conversion terms | . |
| --- | --- | --- |
| (e) | Default provisions | . |
| --- | --- | --- |
| 8. | Provide the following information for any agent's fee, commission, bonus or finder's fee, or<br> 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 or other person<br>receiving compensation in connection with the placement (name, and if a corporation, identify persons owning or exercising<br>voting control over 20% or more of the voting shares if known to the Issuer):_____ . | |
| --- | --- | |
| (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<br>placement shares, indicate the names of the new controlling shareholders. | |
| --- | --- | --- |
| . | ||
| 13. | Each purchaser has been advised of the applicable securities legislation restricted or seasoning<br>period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their<br>transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities. | |
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| September 2018 |
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**Part 2.**Acquisition
| 1. | Provide details<br> 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<br> of the transaction without reference to any other material: |
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On July 17, 2019, the Issuer announced it had signed a definitive merger agreement (the "Merger Agreement") to acquire GR Companies Inc. ("Grassroots") (the "Grassroots Transaction"). On June 22, 2020, the Issuer entered into an Amended and Restated Agreement and Plan of Merger (the "A&R Merger Agreement") which amended and restated the Merger Agreement and amended certain terms of the Grassroots Transaction. The Grassroots Transaction closed on June 23, 2020. Refer to the CSE Form 9 dated June 30, 2020 for a detailed description of the consideration paid on the closing of the Grassroots Transaction (the "Closing").
Under the A&R Merger Agreement, if certain designated dispensaries which were under contract to be sold to a third party following the Closing remained unsold as of the 24-month anniversary of the Closing, the securityholders of Grassroots (the "ParticipatingSecurityholders") had the right (but not the obligation) to request the payment of either (i) subordinate voting shares of the Issuer ("Subordinate Voting Shares") having an aggregate value of USD 30 million (the "Share Consideration"), or (ii) USD 25 million in cash (the "Cash Consideration"), but not a combination thereof, in exchange for the extinguishment of the right of the Participating Securityholders to receive additional contingent consideration upon the sale of the designated dispensaries in accordance with the A&R Merger Agreement.
On September 14, 2022, the Issuer and GR Shareholder Representative, LLC, a Delaware limited liability company, solely in its capacity as the shareholder representative, agent and attorney-in-fact of the Participating Securityholders (the "Seller Representative"), agreed to further modify the A&R Merger Agreement to give each Participating Securityholder the right to elect to receive their pro rata portion of the Cash Consideration or the Share Consideration in connection with the exercise of the request for payment described above.
As the designated dispensaries remained unsold as of June 23, 2022, the Seller Representative exercised its right, on October 14, 2022, to request payment from the Company in accordance with the A&R Merger Agreement, as modified. Such payment is expected to be paid on November 3, 2022, and the Issuer’s obligation towards the Participating Securityholders expected to be fulfilled by (i) paying approximately USD 8.76 million (equivalent to approximately CAD 12.0 million using the daily average exchange rate of CAD 1.3649 to USD 1.00 published by the Bank of Canada on October 31, 2022) in cash to certain Participating Securityholders who elected to receive their pro rata portion of the Cash Consideration, and (ii) issuing 3,445,556 Subordinate Voting Shares to certain Participating Securityholders who elected to receive their pro rata portion of the Share Consideration, having an aggregate value of approximately CAD 26.8 million based on the 30-day VWAP of the Subordinate Voting Shares on the CSE as of October 13, 2022, being $7.7836.
| **FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF** |
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| 2. | Provide details<br> 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<br> to enable a reader to appreciate the significance of the acquisition without reference to<br> any other material: |
| --- | --- |
Please refer to Section 1 immediately above.
| 3. | Provide the<br> 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: |
|---|---|
| (a) | Total<br> aggregate consideration in Canadian dollars: Approximately CAD 38.8 million (equivalent<br> to approximately USD 28.2 million). |
| --- | --- |
| (b) | Cash: USD 8.76 million. |
| (c) | Securities<br> (including options, warrants etc.) and dollar value: 3,445,556 Subordinate Voting Shares,<br> having an aggregate value of approximately CAD 26.81 million. |
| (d) | Other:<br> N/A. |
| (e) | Expiry<br> date of options, warrants, etc. if any: N/A. |
| (f) | Exercise price of options, warrants, etc.<br> if any: N/A. |
| (g) | Work commitments: N/A. |
| 4. | State how the purchase or sale price was<br> 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<br> of the subject of the acquisition known to management of the Issuer: N/A. |
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| 6. | The names of<br> parties receiving securities of the Issuer pursuant to the acquisition and the number of<br> securities to be issued are described as follows: | |||||
| --- | --- | |||||
| Name of Party (If not an individual, name all insiders of the Party) | Number and Type of Securities to be Issued | Dollar value per Security (CAD) | Conversion price (if applicable) | Prospectus Exemption | Total Securities, Previously Owned, Controlled or Directed by Party | Describe relationship to Issuer^(1)^ |
| --- | --- | --- | --- | --- | --- | --- |
| Refer to Exhibit 1 attached hereto. | 3,445,556 Subordinate Voting Shares in the aggregate. | 7.78 | N/A | Section 2.11 (Business Combination & Reorganization) of National Instrument 45-106 | Not available. | Not a Related Person other than those identified by the symbol ** in Exhibit 1 attached hereto. |
| (1) | Indicate if Related Person | |||||
| --- | --- | |||||
| 7. | Details of the<br> steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired:<br> Customary due diligence, including lien and litigation due diligence as customary under<br> local law. | |||||
| --- | --- | |||||
| 8. | Provide the<br> 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,<br> options, etc.): | |||||
| --- | --- | |||||
| (a) | Details<br> of any dealer, agent, broker or other person receiving compensation in connection with the<br> acquisition (name, and if a corporation, identify persons owning or exercising voting control<br> over 20% or more of the voting shares if known to the Issuer): N/A. | |||||
| --- | --- | |||||
| (b) | Cash N/A. | |||||
| (c) | Securities N/A. | |||||
| (d) | Other N/A. |
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| (e) | Expiry date of any options, warrants<br> etc. N/A |
| --- | --- |
| (f) | Exercise price of any options, warrants<br> etc. N/A. |
| 9. | State whether the sales agent, broker or<br> 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. N/A |
| --- | --- |
| 10. | If applicable,<br> 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. N/A. |
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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. |
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| 2. | As of the date hereof there is not material information concerning the Issuer which has not been publicly<br>disclosed. |
| --- | --- |
| 3. | the Issuer has obtained the express written consent of each applicable individual to: |
| --- | --- |
| (a) | the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this filing; and |
| --- | --- |
| (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 |
| --- | --- |
| 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). |
| --- | --- |
| 5. | All of the information in this Form 9 Notice of Issuance of Securities is true. |
| --- | --- |
Dated November 2, 2022.
| Peter Clateman |
|---|
| Name of Director or Senior Officer |
| (signed) Peter Clateman |
| Signature |
| Chief Legal Officer |
| Official Capacity |
| **FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF** |
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| 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; |
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| · | 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 |
| --- | --- |
| · | 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** |
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| September 2018 |
| Page 1 |
Exhibit 1
| No. | Name of Party | Number of Subordinate Voting Shares to be Issued |
|---|---|---|
| 1. | SCM INVESTMENTS LP | 1,055 |
| 2. | BRIAN T SCHINDERLE TR | 31,941 |
| 3. | AES INVESTMENTS LLC | 13,361 |
| 4. | RAHUL BAJAJ | 1,587 |
| 5. | BDOG LLC | 2,259 |
| 6. | JONATHAN BERGER | 1,058 |
| 7. | WREN BERGER | 1,996 |
| 8. | BRET BONNET | 13,472 |
| 9. | SEAN D BOSSY | 909 |
| 10. | CARL BOYAR | 7,974 |
| 11. | NANCY J BOYAR | 2,516 |
| 12. | 2655137 ONTARIO INC | 1,322 |
| 13. | DAVID BROWN | 376 |
| 14. | BUDDY FINANCE LLC | 17,120 |
| 15. | JUN CHIN | 1,058 |
| 16. | ANDREW COHEN | 23,047 |
| 17. | GEOFFREY R CUBITT & KATHERINE C CUBITT | 5,274 |
| 18. | MATTHEW DARIN ** | 9,722 |
| 19. | DAVID PEPPER & | 2,259 |
| 20. | KATHERINE DAVISSON | 529 |
| 21. | ANTHONY DEPALO | 3,702 |
| 22. | DIENER FRIEDLANDER LLC | 2,259 |
| 23. | DL GREEN HOLDINGS LLC | 9,093 |
| 24. | PHILIP M DUTTON | 1,058 |
| 25. | EISENBERG FAMILY INVESTORS LLC | 14,791 |
| 26. | EJJ CAPITAL LLC | 2,645 |
| 27. | MARC TOBIN ESRIG | 190 |
| 28. | FIDELITY CLEARING CANADA ULC TR 2613032 ONTARIO INC A/C E5D ANAC B | 1,322 |
| 29. | FREDERICK L FISCHER | 6,777 |
| 30. | FORTEZZA INVESTMENTS LP | 5,289 |
| 31. | G CUBED INVESTMENTS LLC | 5,896 |
| 32. | GARPA INVESTMENTS LLC | 2,445 |
| **FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF** |
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| September 2018 | ||
| Page 1 | ||
| No. | Name of Party | Number of Subordinate Voting Shares to be Issued |
| --- | --- | --- |
| 33. | KIBIBI A M GAUGHAN | 9,806 |
| 34. | GB PORTFOLIO INVESTMENTS LLC | 410,730 |
| 35. | JEFFREY GLAZER | 1,736 |
| 36. | LISA GLAZER | 1,736 |
| 37. | MARC GORDON | 3,382 |
| 38. | GREAT POINT HOLDINGS 2018 LLC | 906 |
| 39. | GREEN HORNET LLC | 140,059 |
| 40. | RONNIE GREISSMAN | 1,807 |
| 41. | BRENT GUSTAF | 451 |
| 42. | HARPUA ENTERPRISES LLC | 893 |
| 43. | HINSDALE LLC | 3,173 |
| 44. | GRAHAM HUGHSON | 293 |
| 45. | PEYTON HURST | 2,523 |
| 46. | ITEXT VENTURES LLC | 1,258 |
| 47. | JAMA HOLDINGS LLC | 41,134 |
| 48. | JILL GOLDFINE MEISTER TR JILL AND PAUL MEISTER EXEMPT CHILDREN’S TRUST | 1,044 |
| 49. | BRUCE KAPLAN & KAROL KAPLAN JT TEN | 939 |
| 50. | TROY KAPLAN | 6,053 |
| 51. | JEFFREY B KATZ | 15,433 |
| 52. | ROBERT KEMP | 23,706 |
| 53. | PERRINE KNIGHT | 13,488 |
| 54. | ANITA KOSIR | 529 |
| 55. | ANTE KOSIR | 4,044 |
| 56. | JEFFREY KRAMER | 2,837 |
| 57. | ROY LANDGREN | 19,923 |
| 58. | LAWRENCE KEMPLER ENTERPRISES LP | 2,110 |
| 59. | LDW LLC | 8,194 |
| 60. | STEVEN LEVINE | 1,058 |
| 61. | LOUIS LEVINSON | 7,606 |
| 62. | LOWER ELECTRIC LLC CASH BALANCE PLAN | 2,321 |
| 63. | LR FAMILY EQUITIES LLC | 3,120 |
| 64. | MAD INVESTORS GR LLC | 331,367 |
| 65. | MAD INVESTORS GRMD LLC | 10,046 |
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| No. | Name of Party | Number of Subordinate Voting Shares to be Issued |
| --- | --- | --- |
| 66. | MAD INVESTORS GRPA LLC | 19,215 |
| 67. | MARSHFIELD DEVELOPMENT LLC | 2,719 |
| 68. | MEASURE 8 CANADA FULL SPECTRUM FUND LP ** | 8,879 |
| 69. | MEASURE 8 VENTURES LP ** | 135,891 |
| 70. | RICHARD MEREL | 19,695 |
| 71. | GLEN MESAROS | 9,806 |
| 72. | EUGENE D MINSKY | 1,055 |
| 73. | MITC HOLDINGS INC | 8,923 |
| 74. | BRIAN MITCHELL | 2,637 |
| 75. | JUANITA MONTALVO | 529 |
| 76. | TRAVIS MOYER | 7,276 |
| 77. | NAVARONEG2 LLC | 5,289 |
| 78. | NAVIGAME INC | 2,516 |
| 79. | NLS INVESTMENT PARTNERS | 7,548 |
| 80. | NRH INVESTMENTS LLC | 3,002 |
| 81. | NSG ILLINOIS LLC | 21,658 |
| 82. | PACY OLETSKY & BONNIE OLETSKY JT TEN | 5,421 |
| 83. | PEARL CAPITAL PARTNERS LP | 142 |
| 84. | PIN PIN GREEN HOLDINGS LLC | 909 |
| 85. | PINE HAVEN LLC | 3,582 |
| 86. | MARINA PLANINIC | 14,562 |
| 87. | POINTS EAST LLC | 23,203 |
| 88. | ANTHONY PORTNOY | 960 |
| 89. | DAVID RABIN | 5,006 |
| 90. | RAM PARTNERS LP | 2,645 |
| 91. | RBP HOLDINGS LLC | 1,438 |
| 92. | RELAY LLC | 12,589 |
| 93. | RFK PARTNERS LLC | 2,445 |
| 94. | GEOFFREY RICH | 16,376 |
| 95. | PAULINE ROOP | 211 |
| 96. | ALLAN B ROTHSCHILD | 2,306 |
| 97. | HOLLY RUBENSTEIN | 68 |
| 98. | JEFF RUPP | 677 |
| 99. | JEFFREY SALTZMAN | 11,797 |
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| No. | Name of Party | Number of Subordinate Voting Shares to be Issued |
| --- | --- | --- |
| 100. | JULIA GLAZER SCHER | 3,471 |
| 101. | JAMES SCHLESINGER | 22,943 |
| 102. | ALLEN N SCHWARTZ | 7,191 |
| 103. | DRAZEN SENTIC | 529 |
| 104. | SENVEST CAPITAL INC | 32,367 |
| 105. | SENVEST MASTER FUND LP | 129,470 |
| 106. | PAUL SHELOWITZ & TRACY SHELOWITZ JT TEN | 1,787 |
| 107. | SHN FINANCIAL INVESTMENTS LTD | 3,165 |
| 108. | MATT SICLARI | 1,587 |
| 109. | ANNA GLAZER SIMON | 3,471 |
| 110. | MARC SIMON | 29,207 |
| 111. | SOLIDUM CAPITAL ADVISORS LLC | 16,444 |
| 112. | COURTNEY STUPP | 113 |
| 113. | PHILIP SU | 212 |
| 114. | MICHAEL D SULLIVAN & JEAN M SULLIVAN JT TEN | 9,036 |
| 115. | GARY SUMERS | 226 |
| 116. | GARY M SUMERS | 2,645 |
| 117. | DOUGLAS SYERS | 1,058 |
| 118. | TAILWINDS II LLC | 1,787 |
| 119. | BARBARA E CHARAL TR BARBARA E CHARAL REVOCABLE TRUST U/A DTD 09/28/01 | 4,284 |
| 120. | GARY SUMERS TR BRIAN SAKIN SUMERS 2015 LT TRUST | 2,645 |
| 121. | DIANE M LANDGREN 2001 TRUST | 50,096 |
| 122. | DOUGLAS C GESSNER TR DOUGLAS C GESSNER REVOCABLE TRUST | 1,813 |
| 123. | FRED BLITT & SALLY BLITT TR FRED BLITT REVOCABLE TRUST | 4,452 |
| 124. | GARY C BECKER TR GARY C BECKER REVOCABLE TRUST | 3,615 |
| 125. | GEORGE C PAPPAS & CARRIE J PAPPAS TR GEORGE PAPPAS REVOCABLE TRUST | 5,025 |
| 126. | JEFFREY B KATZ & JANICE E KATZ TR THE J4 KATZ FAMILY TRUST | 2,645 |
| 127. | JAMES LAWRENCE SUMERS 2015 LT TRUST | 2,645 |
| 128. | JAN E BERGER REVOCABLE TRUST | 1,058 |
| 129. | KAHN FAMILY INVESTMENT TRUST ** | 81,867 |
| 130. | LYNN MILLER SOCOL REVOCABLE TRUST | 5,832 |
| 131. | MATTHEW S DARIN DECLARATION OF TRUST ** | 222,685 |
| **FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF** |
| --- | ||
|---|---|---|
| September 2018 | ||
| Page 4 | ||
| No. | Name of Party | Number of Subordinate Voting Shares to be Issued |
| --- | --- | --- |
| 132. | MICHAEL H DUBOW REVOCABLE TRUST | 4,284 |
| 133. | MICHAEL N ALPERT TRUST | 9,093 |
| 134. | PAUL A MEISTER REVOCABLE TRUST | 626 |
| 135. | PEYTON HURST REVOCABLE TRUST | 22,614 |
| 136. | YALE W SAGER REVOCABLE TRUST | 2,014 |
| 137. | MELISSA VERNER | 1,029 |
| 138. | JAMES M WEAVER JR | 581 |
| 139. | WEISMAN HOLDINGS ARKANSAS LLC | 3,239 |
| 140. | WEISMAN HOLDINGS LLC | 79 |
| 141. | WEISMAN HOLDINGS PENNSYLVANIA LLC | 8,565 |
| 142. | ALLISON WEISMAN | 20,825 |
| 143. | ROBERT WEISMAN | 42,036 |
| 144. | STEVEN WEISMAN | 18,359 |
| 145. | KEVIN J WELTMANN | 1,058 |
| 146. | CRAIG WIELANSKY & MAUREEN WIELANSKY JT TEN | 4,322 |
| 147. | WSM ASS LLC - INVESTMENT SERIES | 2,116 |
| 148. | JAMES YI | 1,371 |
| 149. | WEISMAN FAMILY TRUST 2019 | 334,118 |
| 150. | STEVEN R S WEISMAN REVOCABLE TRUST | 299,141 |
| 151. | PATRICK LECKY | 791 |
| 152. | PATRICK BURKE | 791 |
| 153. | MICHAEL D SHUH | 791 |
| 154. | MATTINA FAMILY TRUST 2015 | 1,319 |
| 155. | NATIONAL BANK FINANCIAL INC TR BEACON SECURITIES LIMITED | 10,021 |
| 156. | NATIONAL BANK FINANCIAL INC TR GRAHAM PROHASKA A/C 5FKDJ4F (T67052) | 1,055 |
| 157. | GMP SECURITIES LP TR A/C 300 2KM0 F | 527 |
| 158. | GMP SECURITIES LP TR A/C 410 YBM0 F | 1,058 |
| 159. | GEORGE PAPPAS & KAREN ALBEAN JT TEN | 189 |
| 160. | ASSURE MANAGEMENT SERVICES | 10,513 |
| 161. | GUNDYCO TR STONECASTLE CANNABIS GROWTH FUND | 1,055 |
| 162. | GUNDYCO TR STONECASTLE FUND A/C 51500236-29 | 3,165 |
| 163. | GUNDYCO TR KOICHA PARTNERS LP 51500770ADP | 2,645 |
| 164. | AARON KEAY | 5,274 |
| **FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF** |
| --- | ||
|---|---|---|
| September 2018 | ||
| Page 5 | ||
| No. | Name of Party | Number of Subordinate Voting Shares to be Issued |
| --- | --- | --- |
| 165. | GLASS INVESTMENTS LP A/C 402 21682 25 | 1,798 |
| 166. | INTERWARD CAPITAL CORP A/C 402 203 08 21 | 1,375 |
| 167. | MITCHELL KAHN ** | 9,722 |
| 168. | MITCHELL P KAHN REVOCABLE TRUST ** | 300,153 |
| 169. | LAURENCE H LEVINE FAMILY DYNASTY TRUST | 11,344 |
| 170. | HIGH TIMES LLC (EDWARD & ANGELA RIST, JTWROS) | 889 |
| 171. | HIGH TIMES LLC (LEROY & JOYEE MATERAZZI, JTWROS) | 444 |
| 172. | HIGH TIMES LLC (JEFFREY & LEIGH MATERAZZI, JTWROS) | 444 |
| 173. | HIGH TIMES LLC (NICOLE LLOYD) | 889 |
| 174. | HIGH TIMES LLC (WILLIAM & JUDITH STROUP, JTWROS) | 889 |
| 175. | GREEN KACH LLC (GARY GREENBERG) | 1,533 |
| 176. | GREEN KACH LLC (DANIEL KACH) | 1,533 |
| 177. | GREEN KACH LLC (JAMES KACH) | 1,131 |
| 178. | CANNAMD HOLDINGS LLC (JENNY EWING & KEITH EWING) | 904 |
| 179. | CANNAMD HOLDINGS LLC (ANDREW MEISTER) | 904 |
| 180. | CWAZ LLC (ZACHARY ZISES) | 12,589 |
| TOTAL: | 3,445,556 |
| **FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF** |
| --- |
|---|
| September 2018 |
| Page 6 |
Exhibit 99.2
FORM 6
CERTIFICATEOF COMPLIANCE
| TO: | CANADIAN SECURITIES EXCHANGE(the “CSE”) |
|---|
Curaleaf Holdings, Inc. (the “ListedIssuer”) hereby certifies to the CSE that the Listed Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in Policy 1).
| Date: | November 5,<br>2022 |
|---|---|
| Signed: | (signed) “PeterClateman” |
| (Signature) | |
| Peter Clateman | |
| (Print Name) | |
| Chief Legal Officer | |
| (Print Office) |
FORM 6 – CERTIFICATE OF COMPLIANCE
January 2015
Exhibit 99.3
| November 5, 2022 | BY EMAIL |
|---|
Canadian Securities Exchange (the “CSE”)
100 King Street West, Suite 7210
Toronto, Ontario M5X 1E1
Attention: Mark Faulkner**,** Vice President, Listings & Regulation
Dear Mr. Faulkner:
| Re: | Curaleaf Holdings, Inc. (the “Company”) |
|---|---|
| Issuance of Subordinate Voting Shares to former securityholdersof | |
| GR Companies, Inc. (dba Grassroots) | |
| Stock symbol – CURA |
Reference is made to the CSE Form 9 – Notice of Proposed Issuance of Listed Securities filed by the Company on November 2, 2022 (the “Form 9”). In accordance with Item 3.3(a) of Policy 6 of the Canadian Securities Exchange’s Policies and Procedures, this letter confirms that the transaction described in the Form 9 has been completed on November 3, 2022 and that the consideration payable for the subordinate voting shares issued by Company in connection with such transaction has been received by the Company, all as more particularly described in the Form 9.
Please confirm if you require anything further at this time.
Yours truly,
| Signed: | “Peter Clateman” |
|---|---|
| Per: | Peter Clateman |
| Chief Legal Officer | |
| Curaleaf Holdings, Inc. |
Exhibit 99.4
FORM 7
MONTHLY PROGRESS REPORT
Name of Listed Issuer: Curaleaf Holdings, Inc. (the “Issuer” or “Curaleaf”).
Trading Symbol: CURA
Number of Outstanding Listed Securities: 619,668,548
Date: November 8, 2022
This Monthly Progress Report must be posted before the opening of trading on the fifth trading day of each month. This report is not intended to replace the Issuer’s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by Exchange Policies. If material information became known and was reported during the preceding month to which this report relates, this report should refer to the material information, the news release date and the posting date on the Exchange website.
This report is intended to keep investors and the market informed of the Issuer’s ongoing business and management activities that occurred during the preceding month. Do not discuss goals or future plans unless they have crystallized to the point that they are "material information" as defined in the Policies. The discussion in this report must be factual, balanced and non-promotional.
General Instructions
| (a) | Prepare this Monthly Progress Report using the format set out below. The sequence of questions must not<br>be altered, nor should questions be omitted or left unanswered. The answers to the items must be in narrative form. State when the answer<br>to any item is negative or not applicable to the Issuer. The title to each item must precede the answer. |
|---|---|
| (b) | The term “Issuer” includes the Issuer and any of its subsidiaries. |
| --- | --- |
| (c) | Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions. |
| --- | --- |
Report on Business
| 1. | Provide a general overview and discussion of the development of the Issuer’s business and operations<br>over the previous month. Where the Issuer was inactive disclose this fact. |
|---|
General
Curaleaf Holdings, Inc. (“Curaleaf” or the “Company”) operates as a life science company developing full scale cannabis operations, with core competencies in cultivation, manufacturing, dispensing and medical cannabis research. Curaleaf is a leading vertically integrated medical and wellness cannabis operator in the United States. As of October 31, 2022, the Company has operations in 22 states including operating 142 dispensaries and 29 cultivation sites with a focus on highly populated states including Arizona, Florida, Illinois, Massachusetts, New York, New Jersey and Pennsylvania. The Company leverages its extensive research and development capabilities to distribute cannabis products with the highest standard for safety, effectiveness, consistent quality and customer care. The Company is committed to leading the industry in education and advancement through research and advocacy. The Company markets to medical and adult-use customers through brand strategies intended to build trust and loyalty. Moreover, Curaleaf International Holdings Limited, a subsidiary of the Issuer, is the largest vertically integrated independent cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with leading cultivation, extraction and production capabilities.
Recent developments regarding theIssuer’s business and operations
On October 4, 2022, Curaleaf completed its acquisition of Tryke Companies (dba Reef Dispensaries), a privately held vertically integrated, multi-state cannabis operator.
Please see the Form 9 filed with the CSE on October 4, 2022, as well as the Issuer’s press release dated October 5, 2022 filed on the Issuer’s website and available on SEDAR under the Issuer’s profile, for more information.
On October 7, 2022, Curaleaf opened its second dispensary in Ocala, Florida.
Please see the Issuer’s press release dated October 7, 2022, filed on the Issuer’s website for more information.
On October 7, 2022, Curaleaf opened its Scottsdale, Arizona dispensary.
Please see the Issuer’s press release dated October 7, 2022, filed on the Issuer’s website for more information.
On October 13, 2022, Curaleaf relocated its Deerfield, Illinois dispensary, and expanded the location’s operations to serve adult-use customers.
Please see the Issuer’s press release dated October 13, 2022, filed on the Issuer’s website and available on SEDAR under the Issuer’s profile for more information.
On October 19, 2022, Curaleaf opened its Frederick, Maryland dispensary.
Please see the Issuer’s press release dated October 19, 2022, filed on the Issuer’s website for more information.
On October 24, 2022, Curaleaf announced the expansion of its brand portfolio with the launch of Find™ Cannabis Flower.
Please see the Issuer’s press release dated October 24, 2022, filed on the Issuer’s website for more information.
| 2. | Provide a general overview and discussion of the activities of management. |
|---|
Boris Jordan, Executive Chairman, appeared on CNBC’s Squawk on the Street on October 7, 2022 for the media segment titled, “White House pot news is all-in-all good for the whole country, says Curaleaf’s Boris Jordan.” Mr. Jordan was interviewed by Bloomberg on October 7, 2022 for the media articles titled, “From Bias to Banking, Biden’s Pot Promises Have Impact” and “Biden’s Promise to Review Pot Laws Leaves Companies in Limbo.” On that same date, Mr. Jordan also conducted an audio interview with Financial Times. Mr. Jordan conducted an interview with The Dales Report for the October 2, 2022 podcast titled, “Boris Jordan Provides Outlook on Major Exchanges.” Mr. Jordan appeared on the October 6, 2022 Psychoactive podcast titled, “Boris Jordan on the Politics & Future of the Cannabis Industry.”
Matt Darin, CEO, conducted a virtual interview with Cannabis Business Times for an upcoming media article. Mr. Darin was quoted in MarketWatch's October 7, 2022 media article titled, “Cannabis stocks cool off after previous day’s rally as optimism around rescheduling fades”. Mr. Darin was quoted in Cannabis Business Times’ October 7, 2022 media article titled, “Cannabis Industry, Lawmakers React to Biden's Federal Cannabis Policy Reform Efforts” and Cannabis Business Executive’s media article titled, “Industry Reacts to President Biden’s Announcement”. Mr. Darin conducted a virtual interview with Grown In for its October 19, 2022 media article titled, “Curaleaf CEO says he’s focused on being ‘global’.” Mr. Darin conducted a virtual interview with Cannabis Business Executive for its October 24, 2022 media article titled, “All About the Execution: A Conversation with Curaleaf CEO Matt Darin.”
| 3. | Describe and provide details of any new products or services developed or offered. For resource companies,<br>provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or oil<br>and gas or other reports required under Ontario securities law. |
|---|
On October 24, 2022, Curaleaf announced the expansion of its brand portfolio with the launch of Find™ Cannabis Flower, a cannabis flower brand designed to provide consumers with high quality cannabis flower at an accessible price point. This product is now on shelves at dispensaries in Massachusetts and will expand to Arizona, Illinois, Maine, Missouri, New Jersey, New York and Pennsylvania in the coming months.
Please see the Issuer’s press release dated October 24, 2022, filed on the Issuer’s website for more information.
| 4. | Describe and provide details of any products or services that were discontinued. For resource companies,<br>provide details of any drilling, exploration or production programs that have been amended or abandoned. |
|---|
N/A
| 5. | Describe any new business relationships entered into between the Issuer, the Issuer’s affiliates<br>or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State whether<br>the relationship is with a Related Person of the Issuer and provide details of the relationship. |
|---|
N/A
| 6. | Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer’s<br>affiliates or third parties or cancellation of any financing arrangements that have been previously announced. |
|---|
N/A
| 7. | Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred during<br>the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid<br>or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether<br>the acquisition was from, or the disposition was to, a Related Person of the Issuer and provide details of the relationship. |
|---|
Tryke Companies
On October 4, 2022, Curaleaf completed its acquisition of Tryke Companies (dba Reef Dispensaries), a privately held vertically integrated, multi-state cannabis operator. With the close of the transaction, Curaleaf’s national footprint has reached 29 cultivation sites and 142 dispensaries nationwide. Total consideration for the transaction is valued at approximately US$181 million, including an initial payment at closing of US$10 million in cash and 2.7 million Subordinate Voting Shares, and additional cash consideration of US$75 million and share consideration composed of 16.5 million Subordinate Voting Shares, to be paid in three instalments on the first, second and third anniversaries of the closing. Contingent consideration of up to 1 million Subordinate Voting Shares may be paid in 2023 based on the Tryke business exceeding certain EBITDA targets for the fiscal year 2022.
Please see the Form 9 filed with the CSE on October 4, 2022, as well as the Issuer’s press release dated October 5, 2022 filed on the Issuer’s website and available on SEDAR under the Issuer’s profile, for more information.
| 8. | Describe the acquisition of new customers or loss of customers. |
|---|
Please see Item 1 for new dispensary openings during the month of October.
| 9. | Describe any new developments or effects on intangible products such as brand names, circulation lists,<br>copyrights, franchises, licenses, patents, software, subscription lists and trademarks. |
|---|
N/A
| 10. | Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs. |
|---|
As of October 31, 2022, the Issuer had a total of 5,930 employees, which includes 272 new hires and 253 terminations in the month of October.
| 11. | Report on any labour disputes and resolutions of those disputes if applicable. |
|---|
N/A
| 12. | Describe and provide details of legal proceedings to which the Issuer became a party, including the name<br>of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if<br>any, if the proceedings are being contested, and the present status of the. |
|---|
Curaleaf may become threatened by a party, or otherwise become party to litigation from time to time in the ordinary course of business which could adversely affect its business.
Sentia Wellness
Measure 8 Ventures LP et al.v. Khanna et al., Or. No. 22CV00946
On January 6, 2022, Measure 8 Ventures, LP, and other purchasers of debentures from Sentia Wellness, Inc. (“Sentia”), filed suit against Nitin Khanna and six other former officers, directors, and/or advisors of Sentia in the Circuit Court of the State of Oregon for Multnomah County alleging violations of Oregon securities law by making false and misleading statements and omissions to induce the plaintiffs to purchase over $74 million of debentures in Sentia. On May 16, 2022, the defendants filed their answer to the plaintiffs’ complaint along with affirmative defenses and various counter-claims against the plaintiffs as well as claims against third-parties Curaleaf Holdings, Inc., Cura Partners, Inc., and other individuals. The third-party claims include claims for unjust enrichment, breach of fiduciary duty, and tortious interference in connection with Curaleaf’s acquisition of Cura Partners, Inc. The third-party complaint also alleges claims against Curaleaf Holdings, Inc. and Cura Partners, Inc. for indemnification as well as reimbursement and advancement of attorneys’ fees and expenses under Oregon law and Cura Partners, Inc.’s bylaws. Nitin Khanna and the third-party plaintiffs seek actual damages in an amount of $515 million and other relief. However, Curaleaf Holdings, Inc. and Cura Partners, Inc. were not targeted by all of the third-party plaintiffs claims. On October 25, 2022, Nitin Khanna and the third-party plaintiffs filed a stipulation of dismissal which would dismiss without prejudice all of their claims against Curaleaf Holdings, Inc. and Cura Partners, Inc. This stipulation is awaiting signature by the judge, after which the case will be dismissed as against those third-party defendants (including the claims for indemnification and all other claims), and they will no longer be parties to this litigation.
| 13. | Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness. |
|---|
N/A
| 14. | Provide details of any securities issued and options or warrants granted | ||
|---|---|---|---|
| Security | NumberIssued | Details of Issuance | Use of Proceeds^(1)^ |
| --- | --- | --- | --- |
| Subordinate Voting Shares | 497,731 | Shares issued in connection with RSU conversions and option exercises during the month of September 2022. | The proceeds from payment of the exercise/conversion price will be used for general working capital purposes. |
| Subordinate Voting Shares | 2,689,813 | Shares issued as partial consideration in connection with the acquisition of the Tryke Companies on October 4, 2022. | N/A |
| (1) | State aggregate proceeds and intended allocation of proceeds. | ||
| --- | --- | ||
| 15. | Provide details of any loans to or by Related Persons. | ||
| --- | --- |
N/A
| 16. | Provide details of any changes in directors, officers or committee members. |
|---|
N/A
| 17. | Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s market(s) or<br>political/regulatory trends. |
|---|
Legislative Developments
On October 6, 2022, President Biden announced that he was pardoning over 6,500 individuals convicted of federal drug charges related to cannabis possession and that he had instructed the Department of Justice to review expeditiously the scheduling of marijuana under the Controlled Substances Act. If marijuana is rescheduled from Schedule 1 to Schedule 2, 3, 4 or 5, it would materially change the treatment of marijuana under federal law in various ways, including significantly reducing the criminal penalties imposed for trafficking and possession of marijuana. De-scheduling would remove all penalties for marijuana trafficking and possession under the Controlled Substance Act. In addition, rescheduling of marijuana to Schedule 3 or higher would result in Section 280e of the tax, which significantly increases the tax burden of business that derive income illegally from Schedule 1 and 2 substances, no longer being applicable to cannabis businesses. The review process involves a review of scientific evidence to determine whether marijuana has any medical benefits, the risk of physical harm, the potential for abuse and addition and certain other factors. While the Company strongly believes there is ample support for the rescheduling of marijuana to Schedule 3 or higher, at this time, it is unclear how the Department of Health and Human Services, which is charged with conducting this review, will collect data for the review or whether it already has collected any relevant data. While such a review can extend over many years, it is also unclear what timeline will result from the President’s direction to conduct the review “expeditiously.”
Use of Botanical Terpenes
No update since the Company’s previous Form 7.
Hemp-Derived THC Products
No update since the Company’s previous Form 7.
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 Monthly Progress Report contains forward-looking statements and information concerning (i) the expected benefits of recently completed acquisitions, (ii) the Issuer's current litigation and arbitration proceedings, (iii) the potential impacts on the Company of the Pennsylvania recall and potential legislative changes regarding the use of flavoring and terpenes in cannabis products, (iv) the potential impacts on the Company of the proliferation of companies selling THC-containing consumer products, and (v) the potential rescheduling of marijuana under the Controlled Substances Act and the expected impacts of such rescheduling on the Issuer’s operations and results of operation. 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 Monthly Progress Report. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this Monthly Progress Report 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 the "Risk Factors" heading in the Issuer's management's discussion and analysis for the year ended December 31, 2021 and under the "Risk Factors" heading in the Issuer’s annual information form for the year ended December 31, 2021, and in other filings that the Company has made and may make in the future with the Canadian securities regulatory authorities available on SEDAR under the Issuer’s profile at www.sedar.com or with the U.S. Securities and Exchange Commission available at www.sec.gov. Forward-looking statements contained herein are made only as to the date of this Monthly Progress Report and the Issuer undertakes 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. The Issuer cautions investors not to place undue reliance on the forward-looking statements contained in this Monthly Progress Report.
[signature page follows]
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. |
|---|---|
| 2. | As of the date hereof there is no material information concerning the Issuer which has not been publicly<br>disclosed. |
| --- | --- |
| 3. | 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 CNSX Policy 1). |
| --- | --- |
| 4. | All of the information in this Form 7 Monthly Progress Report is true. |
| --- | --- |
Dated: November 8, 2022.
| Peter Clateman | ||
|---|---|---|
| Name of Director or Senior Officer | ||
| /s/ Peter Clateman | ||
| Signature | ||
| Chief Legal Officer | ||
| Official Capacity | ||
| Issuer Details<br><br> <br>Name of Issuer<br><br> <br><br><br> <br>Curaleaf Holdings, Inc. | For Month<br><br>Ended<br><br> <br>October 31,<br><br>2022 | Date of Report<br><br> <br>YY/MM/D<br><br> <br>November 8, 2022 |
| --- | --- | --- |
| Issuer Address<br><br> <br>301 Edgewater Place | ||
| City/Province/Postal Code<br><br> <br><br><br> <br>Wakefield, MA 01880 USA | Issuer Fax No.<br><br> <br>N/A | Issuer Telephone No.<br><br> <br>(781) 451-0150 |
| Contact Name<br><br> <br>Investor Relations | Contact Position<br><br> <br>Investor Relations | Contact Telephone No.<br><br> <br>(781) 451-0150 |
| Contact Email Address<br><br> <br>IR@curaleaf.com | Web Site Address<br><br> <br>www.curaleaf.com |