Curaleaf Holdings, Inc 6-K, filed Oct 16, 2023
Curaleaf Holdings, Inc. (CURLF)
About this 6-K
Curaleaf Holdings, Inc filed this 6-K on October 16, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2023.
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
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: | October 16, 2023 | By: | /s/ Peter Clateman |
| Name: | Peter Clateman | ||
| Title: | Chief Legal Officer | ||
EXHIBIT INDEX
Exhibit 99.1
FORM 7
MONTHLY PROGRESS REPORT
Name of Listed Issuer: Curaleaf Holdings, Inc. (the “Issuer” or “Curaleaf”)
Trading Symbol: CURA
Number of Outstanding Listed Securities: 631,295,673
Date: October 5, 2023
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 be altered, nor should questions be omitted or left unanswered. The answers to the items must be in narrative form. State when the answer 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 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 September 30, 2023, the Company has operations in 18 states including operating 150 dispensaries, 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 (“Curaleaf International”), 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 the Issuer’s business and operations
On September 5, 2023, Curaleaf announced the expansion of its brand portfolio with the launch of Zero Proof cannabis-infused drinkables.
Please see the Issuer’s press release dated September 5, 2023, filed on the Issuer’s website for more information.
On September 27, 2023, Curaleaf announced an overnight marketed offering of subordinate voting shares (the “Public Offering”), which was subsequently successfully priced on September 28, 2023. Pursuant to the Public Offering, on October 3, 2023, the Company issued 2,700,000 subordinate voting shares at a price of C$6.00 per subordinate voting shares for aggregate gross proceeds to the Company of C$16,200,000. Canaccord Genuity Corp. acted as sole underwriter in respect of the Public Offering. The Company conducted the Public Offering to satisfy a condition required for a potential listing of the subordinate voting shares on the Toronto Stock Exchange, and plans to use a portion of the proceeds of the Offering to fund working capital requirements of its international business operated by Curaleaf Holdings International Limited and for general corporate purposes of the Company.
Please see the Issuer’s press releases dated September 27, 2023, September 28, 2023 and October 3, 2023, filed on SEDAR+ under the Issuer’s profile at www.sedarplus.ca for more information.
| 2. | Provide a general overview and discussion of the activities of management. |
On September 5th, Executive Chairman Boris Jordan was quoted in Bloomberg and Benzinga discussing the U.S. Department of Health & Human Services recommendation for the DEA to reclassify marijuana's drug status. Mr. Jordan also appeared on X Spaces with Toby Channabis to give insights on federal rescheduling and market growth opportunities. Mr. Jordan spoke on CNBC on September 26th and September 27th, and he was also quoted in The Wall Street Journal and Cannabis Business Times on September 28th as well as Reuters and Benzinga on September 27th to discuss SAFER Banking. On September 28th, Mr. Jordan was the keynote speaker at Benzinga Cannabis Capital and was quoted in Benzinga.
On September 1st, CEO Matt Darin was quoted in Yahoo! Finance and BNN Bloomberg discussing the U.S. Department of Health & Human Services recommendation for the DEA to reclassify marijuana's drug status. Mr. Darin appeared on the podcast InvestorsPlace to highlight the launch of Curaleaf’s new beverage brand, Zero Proof. On September 11th, Mr. Darin was quoted in The City regarding the new adult use regulations in New York. Mr. Darin was mentioned in Investors Observer and Marijuana Stocks on September 13th as well as AZ Marijuana on September 20th regarding the launch of Zero Proof’s Squeeze. Mr. Darin was quoted in Benzinga on September 27th on the advancement of SAFER Banking.
| 3. | Describe and provide details of any new products or services developed or offered. For resource companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or oil and gas or other reports required under Ontario securities law. |
On September 5, 2023, Curaleaf announced the expansion of its brand portfolio with the launch of Zero Proof cannabis-infused drinkables.
Please see the Issuer’s press release dated September 5, 2023, 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, 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 or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State whether 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 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 the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether the acquisition was from, or the disposition was to, a Related Person of the Issuer and provide details of the relationship. |
No new acquisition was completed during the month.
On September 30, 2023, the Company filed a prospectus supplement to its base shelf prospectus dated December 30, 2022 with the British Columbia Securities Commission, qualifying the distribution of up to 16,476,253 subordinate voting shares (the “Tryke Shares”) to the former owner (the “Vendor”) of all of the outstanding membership interest of (i) Tryke Companies, LLC, an Arizona limited liability company, (ii) Tryke Companies SO NV, LLC, a Nevada limited liability company, (iii) Tryke Companies Reno, LLC, a Nevada limited liability company, and (iv) Tryke Companies Utah, LLC, a Utah limited liability company (collectively, the “Tryke Companies”). The prospectus supplement was filed pursuant to a covenant of the Company contained in the Membership Interest Purchase Agreement dated November 8, 2021, as amended on October 4, 2022, with respect to the acquisition of the Tryke Companies, providing that Curaleaf shall provide the Tryke Shares to the Vendor on a freely-tradeable basis. The Tryke Shares are issuable to the Vendor as follows:
| a) | 5,142,919 subordinate voting shares issuable within three business days from the first anniversary of the closing of the transaction; |
| b) | 5,666,667 subordinate voting shares issuable within three business days from the second anniversary of the closing of the transaction; and |
| c) | 5,666,667 subordinate voting shares issuable within three business days from the third anniversary of the closing of the transaction. |
| 8. | Describe the acquisition of new customers or loss of customers. |
N/A
| 9. | Describe any new developments or effects on intangible products such as brand names, circulation lists, 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 September 30th, the issuer had a total of 5,169 active employees. There were 188 hires and 208 terminations in the month of September.
| 11. | Report on any labour disputes and resolutions of those disputes if applicable. |
There are no material labor disputes to report. Labor disputes that impact single sites or single employees, or that do not materially interfere with the operation do not rise to the level of a material dispute.
| 12. | Describe and provide details of legal proceedings to which the Issuer became a party, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if 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. Refer to the Issuer’s continuous disclosure documents available on SEDAR+ under the Company’s profile at www.sedarplus.ca for more information on the material litigation claims affecting the Company from time to time.
| 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 | Number Issued | Details of Issuance | Use of Proceeds(1) |
| Subordinate Voting Shares | 204,333 | Shares issued in connection with RSU conversions and option exercises during the month of September 2023. | 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 political/regulatory trends. |
N/A
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 current litigation and arbitration proceedings, the potential rescheduling of marijuana, the potential recommendation rescheduling from the DEA, and the expected impacts of such rescheduling on the business of the Company, including potential tax reductions and potential impact on financial results, the potential listing of the subordinate voting shares on the Toronto Stock Exchange, and the expected use of the proceeds from the Public Offering. 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 annual information form for the year ended December 31, 2022, and in other filings that the Company has made and may make available in the future with the Canadian securities regulatory authorities through SEDAR+ under the Issuer’s profile at www.sedarplus.ca or with the U.S. Securities and Exchange Commission available at www.sec.gov/edgar. Forward-looking statements contained herein are made only as of the date of this Monthly Progress Report or if the forward-looking information is given as at a certain date, as of such date, 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 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 disclosed. |
| 3. | The undersigned hereby certifies to the Exchange that the 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 CNSX Policy 1). |
| 4. | All of the information in this Form 7 Monthly Progress Report is true. |
Dated: October 5, 2023
| Peter Clateman | ||
| Name of Director or Senior Officer | ||
| /s/ Peter Clateman | ||
| Signature | ||
| Chief Legal Officer | ||
| Official Capacity |
|
Issuer Details Name of Issuer
Curaleaf Holdings, Inc. |
For Month Ended September 30, 2023 |
Date of Report YY/MM/DD October 5, 2023 |
|
Issuer Address 420 Lexington Avenue
| ||
|
City/Province/Postal Code
New York, NY 10170 |
Issuer Fax No. N/A |
Issuer Telephone No. (781) 451-0150 |
|
Contact Name Investor Relations
|
Contact Position Investor Relations
|
Contact Telephone No. (781) 451-0150 |
|
Contact Email Address IR@curaleaf.com
|
Web Site Address www.curaleaf.com | |
Exhibit 99.2
FORM 9
NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES
(or securities convertible or exchangeable into listed securities1)
| Name of Listed Issuer: | Symbol(s): |
| Curaleaf Holdings, Inc. (the "Issuer"). | CURA |
Date: October 9, 2023 Is this an updating or amending Notice: x Yes ¨ No
If yes provide date(s) of prior Notices: October 4, 2022.
Issued and Outstanding Securities of Issuer Prior to Issuance: 633,995,666.
Pricing
Date of news release announcing proposed issuance: November 8, 2021 or
Date of confidential request for price protection: Not applicable
Closing Market Price on Day Preceding the news release: CAD $12.50 or
Day preceding request for price protection: Not applicable
Closing
Number of securities to be issued: 5,142,919, corresponding to the First Anniversary Parent Shares (as defined below) to be issued on or about October 10, 2023.
Issued and outstanding securities following issuance: 639,138,585.
Instructions:
| 1. | For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form. |
| 2. | Complete Table 1A – Summary for all purchasers, excluding those identified in Item 8. |
| 3. | Complete Table 1B – Related Persons only for Related Persons |
| 4. | If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form. |
| 5. | An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 – Notice of Proposed Transaction |
| 6. | Post the completed Form 9 to the CSE website in accordance with Policy 6 – Distributions. In addition, the completed form must be delivered to listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 1
Part 1. Private Placement – Not applicable
Table 1A – Summary
| Each jurisdiction in which purchasers reside | Number
of Purchasers |
Price
per Security |
Total
dollar value (CDN$) raised in the jurisdiction |
| Total number of purchasers: | |||
| Total dollar value of distribution in all jurisdictions: | |||
Table 1B – Related Persons
Full Name |
Number of |
Purchase |
Conversion |
Prospectus |
TotalSecurities |
Payment |
Describe |
| &Municipality | Securities | price per | Price (if | Exemption | Previously | Date(1) | relationship |
| of | Purchased | Security | Applicable) | Owned, | to | ||
| Residence | or to be | (CDN$) | (CDN$) | Controlled or | Issuer (2) | ||
| of Placee | Purchased | Directed | |||||
1An 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 of the transaction without reference to any other material._____________________________________________. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 2
| 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 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 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 (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): | |
| . |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE 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 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 shares, indicate the names of the new controlling shareholders. ________________________________________________________________________________________ |
| . |
| 13. | Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
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). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: The Issuer has entered into a definitive agreement to acquire the entities described below and collectively referred to in this document as “Tryke” (dba as Reef Dispensaries), a privately held vertically integrated, multi-state cannabis operator, in a cash and stock transaction valued at approximately USD $186 million, based on the closing price of the Issuer’s Subordinate Voting Shares on the OTC market as of October 3, 2022 of USD $5.01. |
The transaction closed on October 4, 2022. The Subordinate Voting Shares comprising the First Anniversary Shares (as described below) are expected to be issued on or about October 10, 2023.
| 2. | Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material: On November 8, 2021, the Issuer and Curaleaf, Inc. a wholly-owned subsidiary of the Issuer (the “Buyer”), entered into a Membership Interest Purchase Agreement with Seacoast Investments Fund I, LLC (the “Seller”) and certain affiliates of the Seller (the “Purchase Agreement”) whereby the Buyer agreed to purchase all of the outstanding membership interests of (i) Tryke Companies, LLC, an Arizona limited liability company, (ii) Tryke Companies SO NV, LLC, a Nevada limited liability company, (iii) Tryke Companies Reno, LLC, a Nevada limited liability company, and (iv) Tryke Companies Utah, LLC, a Utah limited liability company (collectively, the “Companies”), in exchange for Subordinate Voting Shares of the Issuer and cash, as more fully described below. |
The Purchase Agreement was amended on October 4, 2022, to provide for an adjustment to the consideration payable at closing of the transactions contemplated by the Purchase Agreement (“Closing”) and other indemnification related changes.
The total consideration payable under the Purchase Agreement, as amended, is composed of:
| · | USD $10 million and 2,166,065 Subordinate Voting Shares (the “Closing Parent Shares”) paid on Closing; |
| · | USD $25 million and 5,142,919 Subordinate Voting Shares (the “First Anniversary Parent Shares”) payable on the first anniversary of Closing; |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 5
| · | USD $25 million and 5,666,667 Subordinate Voting Shares (the “Second Anniversary Parent Shares”) payable on the second anniversary of Closing; |
| · | USD $25 million and 5,666,667 Subordinate Voting Shares (the “Third Anniversary Parent Shares” and together with the First Anniversary Parent Shares and the Second Anniversary Parent Shares, the “Anniversary Parent Shares”) payable on the third anniversary of Closing; and |
| · | following the conclusion of the 12-month period beginning January 1, 2022 and ending December 31, 2022 (the “Earn-out Period”), an amount of Subordinate Voting Shares of the Issuer determined in accordance with and subject to the terms and conditions of the Purchase Agreement, with the number of Subordinate Voting Shares to be issued being based on adjusted earnings before interest, taxes, depreciation and amortization for calendar year 2022 of the Companies, but in no event exceeding 1,000,000 Subordinate Voting Shares in the aggregate; |
the whole subject to customary pre-closing and post-closing adjustments for cash, debt, transaction expenses, change of control payments and unit appreciation rights.
In addition, the Issuer will holdback from the Anniversary Parent Shares and reserve for issuance 2,367,000 Subordinate Voting Shares (“Holdback Parent Shares”) for purposes of securing certain indemnification claims by the Seller pursuant to the Purchase Agreement.
On the third business day following the fifteen month anniversary of the Closing (the “Holdback Release Date”), the Issuer will issue any then remaining Holdback Parent Shares to the Seller, minus any reserve(s) for pending or outstanding claims. The number of Holdback Parent Shares not issued pursuant to such reserve(s) will be determined by dividing the amount of the pending or outstanding claim by USD $13.85 per Holdback Parent Share, rounded down to the nearest whole Holdback Parent Share.
The Closing Parent Shares will be subject to a lock-up arrangement pursuant to which (i) one-third (1/3) of the Closing Parent Shares will be released four (4) months plus one (1) day after the date of Closing, (ii) one- third (1/3) of the Closing Parent Shares will be released one year after the date of Closing, and (iii) the remainder of the Closing Parent Shares (1/3) will be released eighteen (18) months after the date of Closing.
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 6
| 3. | Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments: |
| (a) | Total aggregate consideration in Canadian dollars: Approximately CAD $254 million, equivalent to approximately USD $186 million using the Bank of Canada’s exchange rate of USD $1.00 for CDN |
$1.3662 as of October 3, 2022.
| (b) | Cash: USD $85 million. |
| (c) | Securities (including options, warrants etc.) and dollar value: up to 19,166,066 Subordinate Voting Shares payable on or before the third anniversary of Closing, valued at USD $5.01 (being the closing price of the Issuer’s Subordinate Voting Shares on the OTC market as of October 3, 2022), and having an aggregate dollar value of approximately USD $96 million. |
| (d) | Other: |
| · | 2,367,000 Subordinate Voting Shares (part and parcels of the Anniversary Parent Shares) held back for purposes of securing certain indemnification claims by the Seller pursuant to the Purchase Agreement, which will be released in accordance with and subject to the terms and conditions of the Purchase Agreement; and |
| · | an amount of Subordinate Voting Shares determined in accordance with and subject to the terms and conditions of the Purchase Agreement, with the number of Subordinate Voting Shares to be issued being based on adjusted earnings before interest, taxes, depreciation and amortization for calendar year 2022 of the Companies, but in no event will exceed 1,000,000 Subordinate Voting Shares in the aggregate. |
| (e) | Expiry date of options, warrants, etc. if any: Not applicable. |
| (f) | Exercise price of options, warrants, etc. if any: Not applicable. |
| (g) | Work commitments: Not applicable. |
| 4. | State how the purchase or sale price was determined (e.g. arm’s-length negotiation, independent committee of the Board, third party valuation etc). |
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. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE 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 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) |
| Seacoast Investments Fund I, LLC | 5,142,919 Subordinate Voting Shares | CAD $5.63 (being the closing price of the Subordinate Voting Shares on October 3, 2023) | Not applicable | Not
applicable (per Section 3 of BC Instrument 72- 103) |
2,166,065 Subordinate Voting Shares (corresponding to the Closing Parent Shares) | Arm’s length party |
(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 acquired: Customary legal due diligence, including customary litigation searches, as well as customary representations and warranties and disclosures included in the Purchase Agreement. |
| 8. | Provide the following information for any agent’s fee, commission, bonus or finder’s fee, 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 (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): Canaccord Genuity Corp. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 8
| (b) | Cash: Not applicable. |
| (c) | Securities: 523,748 Subordinate Voting Shares (the “Canaccord Parent Shares”) paid at Closing, which Canaccord Parent Shares will be subject to a hold period of four months and one day pursuant to applicable Canadian securities laws. |
| (d) | Other: Not applicable. |
| (e) | Expiry date of any options, warrants etc.: Not applicable. |
| (f) | Exercise price of any options, warrants etc.: Not applicable. |
| 9. | State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. Canaccord Genuity Corp. has provided brokerage services to the Issuer in the past, but is not a Related Person of the Issuer and is otherwise at arm’s length with the Issuer. |
| 10. | If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. Not applicable. |
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 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 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 described in Appendix A or as otherwise identified by the Exchange, from time to time |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 9
| 4. | The undersigned hereby certifies to the Exchange that the 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 CSE Policy 1). |
| 5. | All of the information in this Form 9 Notice of Issuance of Securities is true. |
[signature page follows]
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 10
Dated October 9, 2023.
| 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
LISTED SECURITIES
September 2018
Page 11
Appendix A
PERSONAL INFORMATION COLLECTION POLICY REGARDING 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; |
| · | To determine whether allowing an issuer to be listed or allowing an individual to be associated with a 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 PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 1
Exhibit 99.3
Curaleaf Applies to List Subordinate Voting Shares on the Toronto Stock Exchange
NEW YORK, October 10, 2023 – Curaleaf Holdings, Inc. (CSE: CURA / OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, today announced that it has filed its application to list the Company's subordinate voting shares on the Toronto Stock Exchange (the "TSX").
As previously announced, the Company completed a marketed offering of subordinate voting shares on October 3, 2023 in order to satisfy a condition required for a potential listing on the TSX.
“We are pleased to announce we have submitted our listing application to the TSX,” said Executive Chairman Boris Jordan. “I believe uplisting to the TSX will provide greater access to a broader set of global institutional investors, offer custody solutions backed by U.S. financial institutions, reduce volatility in our stock by having dedicated market makers, and make Curaleaf available for inclusion into indexes such as TSX and MSCI, all to the benefit of our stakeholders. We continually manage the business with the best interest of the Company in mind, and filing our application with the TSX is yet another step in that direction."
The listing of the subordinate voting shares on the TSX remains subject to the review of the TSX and is contingent on the satisfaction of all listing and regulatory requirements. There is no assurance that the TSX will approve the listing application or that the Company will complete the listing on the TSX as currently proposed.
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 enhance lives by cultivating, sharing and celebrating the power of the plant. 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 18 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.
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 Company’s filing of an application to list its subordinate voting shares
on the TSX and the Company’s ability to satisfy all listing and regulatory requirements of the TSX, including the implementation
of any corporate reorganization required to satisfy the listing requirements of the TSX, the expected benefits of a listing of the subordinate
voting shares on the TSX, including a greater access to a broader set of global institutional investors, an access to custody solutions
backed by U.S. financial institutions, a reduction in the volatility in the Company’s stock by having dedicated market makers, and
Curaleaf stock being included into indexes such as TSX and MSCI following the listing, as well as the potential legislative changes at
the U.S. federal level surrounding cannabis being a Schedule I drug under the U.S. Controlled Substances Act. 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 and which management believe to be reasonable. 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. Such risks
and uncertainties include, but are not limited to, current and future market conditions, and risks related to federal, state, provincial,
territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating
to cannabis operations in the United State. 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 May 1, 2023, 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. There is no guarantee TSX will approve the listing application or that the Company will complete the listing
on the TSX as currently proposed, which such listing remains subject to the Company meeting the listing and regulatory requirements of
the TSX. If the TSX approves the listing of the subordinate voting shares of the Company on the TSX, the TSX will impose significant restrictions
on the conduct of the U.S.-based operations of the Company, which such restrictions could have a material adverse effect on the Company,
its business and its results of operation. 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 99.4
Curaleaf to Report Third Quarter 2023 Financial and Operational Results
NEW YORK, October 10, 2023 -- Curaleaf Holdings, Inc. (CSE: CURA / OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, today announced that it will report its financial and operating results for the third quarter ended September 30, 2023 after market close on November 9, 2023.
Management will host a conference call and audio webcast that afternoon at 5:00 p.m. ET consisting of prepared remarks followed by a question-and-answer session related to the Company's operational and financial highlights.
| Event: | Curaleaf Third Quarter 2023 Financial Results Conference Call | |
| Date: | Thursday, November 9, 2023 | |
| Time: | 5:00 p.m. ET | |
| Live Call: | +1-844-512-2926 (U.S.), +1-416-639-5883 (Canada) or +1-412-317-6300 (International) | |
| Passcode: | 5965371 | |
| Webcast: | https://ir.curaleaf.com/events | |
For interested individuals unable to join the conference call, a dial-in replay of the call will be available until November 16, 2023, and can be accessed by dialing +1-877-344-7529 (U.S.), +1-855-669-9658 (Canada) or +1-412-317-0088 (International) and entering replay pin number: 6181764
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 enhance lives by cultivating, sharing and celebrating the power of the plant. 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 18 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.
| 1 |
Curaleaf IR Twitter Account: https://twitter.com/Curaleaf_IR
Investor Relations Website: https://ir.curaleaf.com/
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
| 2 |
Exhibit 99.5
FORM 9
NOTICE OF
ISSUANCE OR PROPOSED ISSUANCE OF LISTED
SECURITIES
(or securities convertible or exchangeable into listed securities1)
| Name of Listed Issuer: | Symbol(s): |
| Curaleaf Holdings, Inc. (the “Issuer”). | CURA |
Date: October 11, 2023 Is this an updating or amending Notice: x Yes ¨No
If yes provide date(s) of prior Notices: October 4, 2022 and October 9, 2023___.
Issued and Outstanding Securities of Issuer Prior to Issuance: 633,995,666.
Pricing
Date of news release announcing proposed issuance: November 8, 2021 or
Date of confidential request for price protection: Not applicable
Closing Market Price on Day Preceding the news release: CAD $12.50 or
Day preceding request for price protection: Not applicable
Closing
Number of securities to be issued: 5,142,919, corresponding to the First Anniversary Parent Shares (as defined below) issued on October 11, 2023.
Issued and outstanding securities following issuance: 639,138,585.
Instructions:
| 1. | For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form. |
| 2. | Complete Table 1A – Summary for all purchasers, excluding those identified in Item 8. |
| 3. | Complete Table 1B – Related Persons only for Related Persons |
| 4. | If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form. |
| 5. | An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 – Notice of Proposed Transaction |
| 6. | Post the completed Form 9 to the CSE website in accordance with Policy 6 – Distributions. In addition, the completed form must be delivered to listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 1
Part 1. Private Placement – Not applicable
Table 1A – Summary
| Each jurisdiction in which purchasers reside |
Number of |
Price per |
Total
dollar value |
|
Total number of purchasers: |
|||
|
Total dollar value of distribution in all jurisdictions: |
|||
Table 1B – Related Persons – Not applicable
|
Full Name |
Number of |
Purchase |
Conversion |
Prospectus |
TotalSecurities |
Payment |
Describe |
| &Municipality | Securities | price per | Price (if | Exemption | Previously | Date(1) | relationship |
| of | Purchased | Security | Applicable) | Owned, | to | ||
| Residence | or to be | (CDN$) | (CDN$) | Controlled or | Issuer (2) | ||
| of Placee | Purchased | Directed | |||||
1An 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 of the transaction without reference to any other material._____________________________________________. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 2
| 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 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 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 (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer):_____ . |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE 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 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 shares, indicate the names of the new | ||
| controlling shareholders. | |||
| . | |||
| 13. | Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 4
Part 2. Acquisition
** This CSE Form 9 dated October 11, 2023 supersedes, amends and restates the CSE Form 9 of the Issuer dated October 9, 2023 and filed on the CSE website on the same day. **
| 1. | Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: The Issuer has entered into a definitive agreement to acquire the entities described below and collectively referred to in this document as “Tryke” (dba as Reef Dispensaries), a privately held vertically integrated, multi-state cannabis operator, in a cash and stock transaction valued at approximately USD $186 million, based on the closing price of the Issuer’s Subordinate Voting Shares on the OTC market as of October 3, 2022 of USD $5.01. |
The transaction closed on October 4, 2022. The Subordinate Voting Shares comprising the First Anniversary Shares (as described below) were issued on October 11, 2023.
| 2. | Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material: On November 8, 2021, the Issuer and Curaleaf, Inc. a wholly-owned subsidiary of the Issuer (the “Buyer”), entered into a Membership Interest Purchase Agreement with Seacoast Investments Fund I, LLC (now known as TH Fund I, LLC, as successor by merger) (the “Seller”) and certain affiliates of the Seller (the “Purchase Agreement”) whereby the Buyer agreed to purchase all of the outstanding membership interests of (i) Tryke Companies, LLC, an Arizona limited liability company, (ii) Tryke Companies SO NV, LLC, a Nevada limited liability company, (iii) Tryke Companies Reno, LLC, a Nevada limited liability company, and (iv) Tryke Companies Utah, LLC, a Utah limited liability company (collectively, the “Companies”), in exchange for Subordinate Voting Shares of the Issuer and cash, as more fully described below. |
The Purchase Agreement was amended on October 4, 2022, to provide for an adjustment to the consideration payable at closing of the transactions contemplated by the Purchase Agreement (“Closing”) and other indemnification related changes.
The total consideration payable under the Purchase Agreement, as amended, is composed of:
| · | USD $10 million and 2,166,065 Subordinate Voting Shares (the “Closing Parent Shares”) paid on Closing; |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 5
| · | USD $25 million and 5,142,919 Subordinate Voting Shares (the “First Anniversary Parent Shares”) issuable within three business day of the first anniversary of Closing; |
| · | USD $25 million and 5,666,667 Subordinate Voting Shares (the “Second Anniversary Parent Shares”) issuable within three business day of the second anniversary of Closing; |
| · | USD $25 million and 5,666,667 Subordinate Voting Shares (the “Third Anniversary Parent Shares” and together with the First Anniversary Parent Shares and the Second Anniversary Parent Shares, the “Anniversary Parent Shares”) issuable within three business day of the third anniversary of Closing; and |
| · | following the conclusion of the 12-month period beginning January 1, 2022 and ending December 31, 2022 (the “Earn-out Period”), an amount of Subordinate Voting Shares of the Issuer determined in accordance with and subject to the terms and conditions of the Purchase Agreement, with the number of Subordinate Voting Shares to be issued being based on adjusted earnings before interest, taxes, depreciation and amortization for calendar year 2022 of the Companies, but in no event exceeding 1,000,000 Subordinate Voting Shares in the aggregate (the “Earn-Out Shares”); |
the whole subject to customary pre-closing and post-closing adjustments for cash, debt, transaction expenses, change of control payments and unit appreciation rights.
Following the Earn-Out Period, considering the conditions precedent to the issuance of the Earn-Out Shares had not been met, the Earn-Out Shares were not issued to the Seller and its entitlement to such shares under the Purchase Agreement was extinguished.
In addition, prior to Closing, the Issuer heldback and reserved for issuance 2,367,000 Subordinate Voting Shares (“Holdback Parent Shares”) for purposes of securing certain indemnification claims by the Seller pursuant to the Purchase Agreement. On the third business day following the fifteen month anniversary of the Closing (the “Holdback Release Date”), the Issuer will issue any then remaining Holdback Parent Shares to the Seller, minus any reserve(s) for pending or outstanding claims. The number of Holdback Parent Shares not issued pursuant to such reserve(s) will be determined by dividing the amount of the pending or outstanding claim by USD $13.85 per Holdback Parent Share, rounded down to the nearest whole Holdback Parent Share.
The Closing Parent Shares are subject to a lock-up arrangement pursuant to which (i) one-third (1/3) of the Closing Parent Shares has been released four (4) months plus one (1) day after the date of Closing, (ii) one-third (1/3) of the Closing Parent Shares has been released one year after the date of Closing, and (iii) the remainder of the Closing Parent Shares (1/3) will be released eighteen (18) months after the date of Closing.
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 6
| 3. | Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments: |
| (a) | Total aggregate consideration in Canadian dollars: Approximately CAD $254 million, equivalent to approximately USD $186 million using the Bank of Canada’s exchange rate of USD $1.00 for CDN $1.3662 as of October 3, 2022. |
| (b) | Cash: USD $85 million. |
| (c) | Securities (including options, warrants etc.) and dollar value: up to 19,166,066 Subordinate Voting Shares payable on or before the third anniversary of Closing, valued at USD $5.01 (being the closing price of the Issuer’s Subordinate Voting Shares on the OTC market as of October 3, 2022), and having an aggregate dollar value of approximately USD $96 million. |
| (d) | Other: |
| · | 2,367,000 Subordinate Voting Shares held back for purposes of securing certain indemnification claims by the Seller pursuant to the Purchase Agreement, which will be issued to the Seller in accordance with and subject to the terms and conditions of the Purchase Agreement; and |
| · | an amount of Subordinate Voting Shares determined in accordance with and subject to the terms and conditions of the Purchase Agreement, with the number of Subordinate Voting Shares to be issued being based on adjusted earnings before interest, taxes, depreciation and amortization for calendar year 2022 of the Companies, but in no event will exceed 1,000,000 Subordinate Voting Shares in the aggregate (which such shares have not been earned by the Seller pursuant to the terms of the Purchase Agreement). |
| (e) | Expiry date of options, warrants, etc. if any: Not applicable. |
| (f) | Exercise price of options, warrants, etc. if any: Not applicable. |
| (g) | Work commitments: Not applicable. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 7
| 4. | State how the purchase or sale price was determined (e.g. arm’s-length negotiation, independent committee of the Board, third party valuation etc). |
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 securities to be issued are described as follows: |
|
Name of |
Number and |
Dollar |
Conversion |
Prospectus |
Total |
Describe |
| TH Fund I, LLC | 5,142,919 Subordinate Voting Shares | CAD $5.63 (being the closing price of the Subordinate Voting Shares on October 3, 2023) | Not applicable |
Not applicable (per Section 3 of BC Instrument 72-103) |
2,166,065 Subordinate Voting Shares (corresponding to the Closing Parent Shares) | Arm’s length party |
| (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 acquired: Customary legal due diligence, including customary litigation searches, as well as customary representations and warranties and disclosures included in the Purchase Agreement. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 8
| 8. | Provide the following information for any agent’s fee, commission, bonus or finder’s fee, 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 (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): Canaccord Genuity Corp. |
| (b) | Cash: Not applicable. |
| (c) | Securities: 523,748 Subordinate Voting Shares (the “Canaccord Parent Shares”) paid at Closing, which Canaccord Parent Shares will be subject to a hold period of four months and one day pursuant to applicable Canadian securities laws. |
| (d) | Other: Not applicable. |
| (e) | Expiry date of any options, warrants etc.: Not applicable. |
| (f) | Exercise price of any options, warrants etc.: Not applicable. |
| 9. | State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. Canaccord Genuity Corp. has provided brokerage services to the Issuer in the past, but is not a Related Person of the Issuer and is otherwise at arm’s length with the Issuer. |
| 10. | If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. Not applicable. |
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 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 disclosed. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 9
| 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 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 of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1). |
| 5. | All of the information in this Form 9 Notice of Issuance of Securities is true. |
[signature page follows]
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 10
| Dated October 11, 2023. | |
| 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
LISTED SECURITIES
September 2018
Page 1
Appendix A
PERSONAL INFORMATION COLLECTION POLICY REGARDING 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; |
| · | To determine whether allowing an issuer to be listed or allowing an individual to be associated with a 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 PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 2
Exhibit 99.6
FORM 9
NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES
(or securities convertible or exchangeable into listed securities1)
| Name of Listed Issuer: | Symbol(s): |
| Curaleaf Holdings, Inc. (the "Issuer"). | CURA |
Date: October 11, 2023 Is this an updating or amending Notice: x Yes ¨ No
If yes provide date(s) of prior Notices: August 9, 2022 and September 15, 2022.
Issued and Outstanding Securities of Issuer Prior to Issuance: 639,473,618 Subordinate Voting Shares.
Pricing
Date of news release announcing proposed issuance: August 9, 2022 or
Date of confidential request for price protection: N/A
Closing Market Price on Day Preceding the news release: $7.23 or
Day preceding request for price protection: N/A
Closing
Number of securities to be issued: 701,531 Subordinate Voting Shares.
Issued and outstanding securities following issuance: 640,175,149 Subordinate Voting Shares.
Instructions:
| 1. | For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form. |
| 2. | Complete Table 1A – Summary for all purchasers, excluding those identified in Item 8. |
| 3. | Complete Table 1B – Related Persons only for Related Persons |
| 4. | If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form. |
| 5. | An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 – Notice of Proposed Transaction |
| 6. | Post the completed Form 9 to the CSE website in accordance with Policy 6 – Distributions. In addition, the completed form must be delivered to listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 1
| Part 1. | Private Placement |
Table 1A – Summary
| Each jurisdiction in which purchasers reside | Number of Purchasers | Price per Security | Total dollar value (CDN$) raised in the jurisdiction |
| Total number of purchasers: | |||
| Total dollar value of distribution in all jurisdictions: | |||
Table 1B – Related Persons
| Full Name &Municipality of Residence of Placee | Number of Securities Purchased or to be Purchased | Purchase price per Security (CDN$) | Conversion Price (if Applicable) (CDN$) | Prospectus Exemption | Total Securities Previously Owned, Controlled or Directed | Payment Date(1) | Describe relationship to Issuer(2) |
1An 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 of the transaction without reference to any other material._____________________________________________. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 2
| 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 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 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 (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): | |
| . |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE 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 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 shares, indicate the names of the new controlling shareholders. ____________________________________________________________________________________________ |
| . |
| 13. | Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
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). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: |
On August 8, 2022, the Issuer’s European subsidiary, Curaleaf International Holdings Limited (“Curaleaf International”), entered into a definitive agreement to acquire a 55% stake in Four 20 Pharma GmbH (“Four 20”), a leading German distributor and manufacturer of medical cannabis for the consideration described below, payable 50% in cash and 50% in Subordinate Voting Shares of the Issuer (“Subordinate Voting Shares”). In connection with the transaction, the selling shareholders (the “Sellers”) of Four 20 and Curaleaf International have entered into a put/call option which permits either party to trigger the roll-up of the remaining equity of Four 20 two years after the launch of adult use cannabis sales in Germany, but no later than the end of 2025 if adult use launch has not occurred by such date. The closing of the acquisition took place on September 16, 2022.
On October 12, 2023, the Issuer will issue to the Sellers the First Anniversary True Up Shares (as defined below).
| 2. | Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material: |
Curaleaf International entered into a share purchase and assignment agreement (the “SPA”) dated August 8, 2022 with the Sellers, whereby each Seller has agreed to sell and transfer a portion of his, her or its shares of Four 20 (the “Sold Shares”) to Curaleaf International, and Curaleaf International has agreed to buy the Sold Shares from the Sellers.
The overall consideration payable to the Sellers for the Sold Shares amounts in aggregate to EUR 19,736,118.00 ("Purchase Price") and was satisfied by the Purchaser on the closing date as detailed below.
Pursuant to the terms of the SPA, as the ten (10) trading days volume weighted average price of the Subordinate Voting Shares on the CSE was not equal to or greater than USD 13.85 on the first anniversary of the Closing, the Sellers are entitled to receive a true-up of the price difference between the first anniversary 10-day VWAP and USD 13.85, payable, at the election of Curaleaf International, either in cash or in Subordinate Voting Shares of the Issuer, with such number of Subordinate Voting Shares determinable in accordance with the terms of the SPA. As Curaleaf International determined to pay the true-up in Subordinate Voting Shares, the Sellers will receive on October 12, 2023, 701,531 Subordinate Voting Shares (the “First Anniversary True Up Shares”).
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 5
Curaleaf International also entered into an a put and call option agreement (the “Option Agreement”), whereby the Sellers agreed to grant a call option to Curaleaf International, and Curaleaf International agreed to grant a put option to each Seller regarding the shares of Four 20 not owned by Curaleaf International after the consummation of the transactions contemplated by the SPA (the “Option Shares”). The put and call options described above are exercisable 2 years after Germany launches its recreational cannabis market. The purchase price for the put and call options is described below.
Each of the Sellers is an arm’s length party with respect to Curaleaf International and the Issuer.
Each of the Sellers has agreed to a lock-up on the Subordinate Voting Shares they are entitled to receive under the SPA, provided that 50 percent of such shares will be released from the lock-up on the day falling one year after the closing date and the remaining 50 percent of the such shares will be released from the lock-up on the day falling two years after the closing date.
| 3. | Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments: |
| (a) | Total aggregate consideration in Canadian dollars: EUR 19,736,118, equivalent to approximately CAD 25,909,575 using the daily average exchange rate of 1.3128 CAD to 1.00 EUR published by the Bank of Canada on September 13, 2022. |
| (b) | Cash: EUR 9,868,059. |
| (c) | Securities (including options, warrants etc.) and dollar value: A number of Subordinate Voting Shares of the Issuer equal to EUR 9,868,059.00 divided by the higher of (i) USD 13.85 or (ii) the closing market price of the Subordinate Voting Shares on the CSE two trading days prior to the relevant date of issuance of the Subordinate Voting Shares. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 6
| (d) | Other: In addition, if (a) immediately prior to the first anniversary of closing, the ten (10) trading days volume weighted average price of the Subordinate Voting Shares on the CSE is not equal to or greater than USD 13.85, the Sellers will be entitled to receive a true-up of the price difference between the first anniversary VWAP and USD 13.85; and (b) immediately prior to the second anniversary of closing, the (10) trading days volume weighted average price of the Subordinate Voting Shares on the CSE is not equal to or greater than USD 13.85, the Sellers will be entitled to receive a true-up of the price difference between the second anniversary VWAP and USD 13.85. The true-up may be paid, at the election of Curaleaf International, either in cash or in Subordinate Voting Shares of Curaleaf utilizing an implied price equal to the higher of (i) the first or second anniversary VWAP, as applicable, and (ii) the closing market price of the Subordinate Voting Shares on the CSE two trading days prior to the relevant date of issuance of the Subordinate Voting Shares. |
The purchase price payable to the Sellers for the Option Shares will be valued at 2.5 times the revenues of Four 20 at the date of exercise of the put or call option described above. The purchase price for the Option Shares will be satisfied by the Purchaser as follows:
(a) 50% of the purchase price for the Option Shares will be payable in cash; and
(b) 50% of the purchase price for the Option Shares will be payable in a mix of cash and Subordinate Voting Shares utilizing an implied share price equal to the higher of (i) the 10-day volume weighted average price of the Subordinate Voting Shares on the CSE in the 10-day trading period prior to the date of exercise of the put or call option, and (ii) the closing market price of the Subordinate Voting Shares on the CSE two trading days prior to the date of closing of the sale of the Option Shares.
| (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 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 PROPOSED ISSUANCE 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 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 | Conversion price (if applicable) | Prospectus Exemption | Total Securities, Previously Owned, Controlled or Directed by Party | Describe relationship to Issuer(1) |
| Former security-holders of Four 20 | 701,531 | USD 4.66 | N/A | Section 3 of BC Instrument 72-503 | 711,783 (issued at Closing) | 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 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, 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 (name, andif a corporation, identify persons owning or exercising voting control 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. |
| (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 in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. N/A |
| 10. | If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. N/A. |
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 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 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 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 of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1). |
| 5. | All of the information in this Form 9 Notice of Issuance of Securities is true. |
Dated October 11, 2023.
| 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
LISTED SECURITIES
September 2018
Page 9
Appendix A
PERSONAL INFORMATION COLLECTION POLICY REGARDING 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; |
| · | To determine whether allowing an issuer to be listed or allowing an individual to be associated with a 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 PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 10