6-K - CURLF - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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

For the month of January, 2021.

Commission File Number: 333-249081

CURALEAF HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

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

Canada

(Address of principal executive offices)

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

Form 20-F ¨ Form 40-F x

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

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

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

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

INCORPORATION BY REFERENCE

Exhibit 99.7 to this Form 6-K of Curaleaf Holdings, Inc. (the "Company") is hereby incorporated by reference as an exhibit to the Registration Statement on Form F-10 (File No. 333-249081) of the Company, as amended or supplemented.

SIGNATURE

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

	CURALEAF HOLDINGS, INC.
	(Registrant)
Date: January 14, 2021	By:	/s/ Michael Carlotti
	Name:	Michael Carlotti
	Title:	Chief Financial Officer

EXHIBIT INDEX

99.1	News Release dated January 11, 2021
99.2	Letter to CSE dated January 11, 2021
99.3	Form 10 Notice of Proposed Significant Transaction dated January 11, 2021
99.4	Form 6 Certificate of Compliance dated January 11, 2021
99.5	Form 7 Monthly Progress Report dated January 11, 2021
99.6	News Release dated January 12, 2021
99.7	Material Change Report dated January 13, 2021
99.8	Form 6 Certificate of Compliance dated January 13, 2021
99.9	Letter to CSE dated January 13, 2021
99.10	Form 9 Notice of Issuance or Proposed Issuance of Listed Securities dated January 13, 2021

Exhibit 99.1

FOR IMMEDIATE RELEASE

Curaleaf Completes New $50 Million RevolvingCredit Facility

The new credit facility providesCuraleaf enhanced capital structure flexibility and a lower cost of capital to support future growth

Wakefield,MA – January 11, 2021 – Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading U.S. provider of consumer products in cannabis, today announced the Company has successfully completed a new $50 million, three-year secured revolving credit facility. The net proceeds from borrowings under the credit agreement are expected to be used to fund capital expenditures to support future growth initiatives, potential acquisitions, and for general corporate purposes.

Joseph Bayern, Curaleaf Chief Executive Officer, commented, “As Curaleaf continues to successfully execute on its growth strategy focused on leveraging the rapidly expanding market for U.S. medical and adult-use cannabis, particularly in light of the recent election results and their expected impact on the sector, the new revolving credit facility we announced today provides additional financial flexibility to our capital structure as well as the opportunity to create future value at a more favorable cost of capital.”

The new three-year secured revolving credit facility has a maturity date of January 10, 2024. Borrowings under the facility bear interest on any outstanding principal of 10.25%. The facility was fully drawn at closing.

Seaport Global Securities LLC acted as the sole placement agent for the credit facility.

About CuraleafHoldings, Inc

Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading U.S. provider of consumer products in cannabis, with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a vertically integrated, high-growth cannabis operator known for quality, expertise and reliability, the company and its brands, including Curaleaf and Select provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf currently operates in 23 states with 96 dispensaries, 23 cultivation sites and over 30 processing sites, and employs over 3,000 team members across the United States. 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 www.curaleaf.com.

Forward LookingStatements

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 new revolving credit facility. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed September 25, 2020, which is available under the Company's SEDAR profile at www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.

INVESTOR CONTACT

Curaleaf Holdings, Inc.

Dan Foley, VP, Finance and Investor Relations

[email protected]

MEDIA CONTACT

Curaleaf Holdings, Inc.

Tracy Brady, VP Corporate Communications

[email protected]

###

Exhibit 99.2

January<br> 11, 2021	BY EMAIL<br> [email protected]

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 “Corporation”)Stock symbol – CURA

In accordance with Section 2.7(a) of Policy 6 of the CSE Policies and Procedures, this letter hereby confirms that the Corporation has received US$50,000,000 in proceeds representing the gross proceeds from the draw-down by the Corporation on a new three-year secured revolving credit facility, as described in the CSE Form 10 – Notice of Proposed Transaction filed by the Corporation on January 11, 2021.

Please confirm if you require anything further at this time.

Yours truly,

/s/ Michael Carlotti

CURALEAF HOLDINGS, INC.

Per:

Michael Carlotti

Chief Financial Officer

CC: Vanessa Coiteux, Stikeman ElliottLLP

Exhibit99.3

FORM 10

NOTICE OF PROPOSED SIGNIFICANT TRANSACTION (not involving an issuance or potential issuance of a listed security)^1^

Name of Listed Issuer:	Curaleaf Holdings, Inc.	(the “Issuer”).
Trading Symbol:	CURA
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Issued and Outstanding Securities of the Issuer Prior to Transaction:	570,255,774
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Date of News Release Fully Disclosing the Transaction:	January 11, 2021
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1.	Transaction
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1.	Provide details of the transaction including the date, description and location of assets, if applicable,<br>parties to and type of agreement (eg: sale, option, license, contract for Investor Relations Activities etc.) and relationship<br>to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction<br>without reference to any other material:
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On January 11, 2021, the Issuer announced that it has successfully completed a new USD $50 million, three-year secured revolving credit facility. The proceeds from borrowings under this facility are expected to be used to fund capital expenditures to support future growth initiatives, potential acquisitions, as well as for general corporate purposes.

The credit facility provides for an “unused line fee” in an amount equal to 6% per annum. The credit facility may not be prepaid during the first 12 months. After the first anniversary but before the second anniversary of funding, the facility is subject to a prepayment premium of 5.125%. After the second anniversary but before the date that is the thirty-month anniversary of the funding, the facility is subject to a prepayment premium of 2.5%.

^1^ If the transaction involved the issuance of securities, other than debt securities that are not convertible into listed securities, use Form 9.

FORM 10 - NOTICE OF PROPOSED

SIGNIFICANT TRANSACTION

January2015

Page 1

2.	Provide the following information in relation to the total consideration for the transaction (including<br>details of all cash, non-convertible debt securities or other consideration) and any required work commitments:
See item<br>1 above.
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(a)	Total aggregate consideration in Canadian dollars:
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(b)	Cash:
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(c)	Other:
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(d)	Work commitments:
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3.	State how the purchase or sale price and the terms of any agreement were determined (e.g. arm’s-length negotiation, independent<br>committee of the Board, third party valuation etc).
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Arm’s length negotiation.
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4.	Provide details of any appraisal or valuation of the subject of the transaction known to management of the Issuer:
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Not applicable.
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5.	If the transaction is an acquisition, details of the steps taken by the Issuer to ensure that the<br>vendor has good title to the assets being acquired:
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Not applicable.
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6.	Provide the following information for any agent’s fee, commission, bonus or finder’s<br>fee, or other compensation paid or to be paid in connection with the transaction (including warrants, options, etc.):
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As compensation for arranging the facility, the Issuer has agreed to pay Seaport Global Securities LLC, as sole placement agent, a cash placement fee equal to 1.20% of the principal amount available under the facility, as well as certain other out-of-pocket fees and expenses incurred by Seaport Global Securities LLC.

FORM 10 - NOTICE OF PROPOSED

SIGNIFICANT TRANSACTION

January2015

Page 2

(a)	Details of any dealer, agent, broker or other person receiving compensation in connection with<br>the transaction (name, address. If a corporation, identify persons owning or exercising voting control over 20% or more of the<br>voting shares if known to the Issuer):
(b)	Cash.
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(c)	Other.
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7.	State whether the vendor, sales agent, broker or other person receiving compensation in connection<br>with the transaction is a Related Person or has any other relationship with the Issuer and provide details of the relationship.
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Not applicable.
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8.	If applicable, indicate whether the transaction is the acquisition of an interest in property contiguous<br>to or otherwise related to any other asset acquired in the last 12 months.
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Not applicable.
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2.	Development
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Provide details of the development. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material:

Not applicable.

FORM 10 - NOTICE OF PROPOSED

SIGNIFICANT TRANSACTION

January2015

Page 3

3. CertificateOf Compliance

The undersigned hereby certifies that:

1.	The undersigned is a director and/or senior officer of the Issuer and has been duly authorized<br>by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance.
2.	To the knowledge of the Issuer, at the time an agreement in principle was reached, no party to<br>the transaction had knowledge of any undisclosed material information relating to the Issuer, other than in relation to the transaction.
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3.	As of the date hereof there is no material information concerning the Issuer which has not been<br>publicly disclosed.
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4.	The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements<br>of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as<br>defined in CNSX Policy 1).
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5.	All of the information in this Form 10 Notice of Proposed Significant Transaction is true.
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FORM 10 - NOTICE OF PROPOSED

SIGNIFICANT TRANSACTION

January2015

Page 4

Dated January 11, 2021.
	Michael Carlotti
	Name of Director or Senior Officer
	/s/ Michael Carlotti
	Signature
	Chief Financial Officer
	Official Capacity

FORM 10 - NOTICE OF PROPOSED

SIGNIFICANT TRANSACTION

January2015

Page 5

Exhibit99.4

FORM 6

CERTIFICATE OF COMPLIANCE

TO: CANADIAN SECURITIES EXCHANGE(“CSE”)

Curaleaf Holdings, Inc. (the “ListedIssuer”) hereby certifies to 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:	January 11, 2021
Signed:	/s/ Michael Carlotti
	(Signature)
	Michael Carlotti
	(Print Name)
	Chief Financial Officer
	(Print Office)

FORM 6 – CERTIFICATE OF COMPLIANCE

January 11, 2021

Exhibit 99.5

FORM 7

MONTHLY PROGRESS REPORT

Name of Listed Issuer: Curaleaf Holdings, Inc. (the “Issuer” or “Curaleaf”).

Trading Symbol: CURA

Number of Outstanding Listed Securities: 570,255,774 Subordinate Voting Shares

Date: January 11, 2021

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<br>must not be altered nor should questions be omitted or left unanswered. The answers to the items must be in narrative form. State<br>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.
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(c)	Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions.
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Report on Business

1.	Provide a general overview and discussion of the development of the Issuer’s business and<br>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 verticallyintegrated medical and wellness cannabis operator in the United States. Headquartered in Wakefield, Massachusetts, the Companyhas operations in 23 states including operating 96 dispensaries, 23 cultivation sites and 30 processing sites with a focus on highlypopulated, limited license states, including New York, New Jersey, Florida and Massachusetts. The Company leverages its extensiveresearch and development capabilities to distribute cannabis products with the highest standard for safety, effectiveness, consistentquality 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.

Recentdevelopments regarding the Issuer’s business and operations

N/A

2.	Provide a general overview and discussion of the activities of management.

Boris Jordan, Executive Chairman, participated ina panel at the Roth Deer Valley Consumer Conference on December 9, and he participated in a fireside chat at the Cantor FitzgeraldVirtual Cannabis MSO Summit on December 15. He also participated in broadcast interviews with CNBC’s Squawk on the Streetand with Grizzle on December 16.

Joseph F. Lusardi, Chief Executive Officer, participatedin a virtual panel hosted by the Veterans Cannabis Project on December 10.

Joseph D. Bayern, President, participated in broadcastinterviews with Cheddar and Yahoo! Finance on December 16 and 18, respectively. Joe also participated in a fireside chat at theMKM Partners Conference on December 16.

3.	Describe and provide details of any new products or services developed or offered. For resource<br>companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach<br>any mineral or oil and gas or other reports required under Ontario securities law.

N/A

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<br>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<br>affiliates or third parties or cancellation of any financing arrangements that have been previously announced.

N/A

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.

N/A

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<br>lists, copyrights, franchises, licenses, patents, software, subscription lists and trade-marks.

N/A

10.	Report on any employee hirings, terminations or lay-offs with details of anticipated length of<br>lay-offs.

Issuer hasa total of 3,706 employees, which includes 215 new hires and 92 terminations in the month of December.

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<br>the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount<br>claimed, if any, if the proceedings are being contested, and the present status of the proceedings.

Curaleaf maybecome threatened by a party, or otherwise become party to litigation from time to time in the ordinary course of business whichcould adversely affect its business. Among other disputes, Curaleaf (1) is defending against claims in arbitration relating primarilyto a lock-up agreement that the former minority shareholders of Curaleaf’s Connecticut operations signed in connection withtheir receipt of Subordinate Voting Shares of the Issuer in exchange for their minority interest; (2) is defending against purportedsecurities class actions alleging similar claims based on the FDA’s July 22, 2019 warning letter to Curaleaf and the promotionof Curaleaf’s CBD products; and (3) defending against purported class actions alleging, among other things, claims of mislabelingand fraud, related to sales of the Select brand, in most cases related to periods prior to the Company’s acquisition of thebrand in February 2020.

Connecticut

No update since last reporting of this item on Form7 filed with the CSE on November 8, 2020.

FDA

No update since last reporting of this item on Form7 filed with the CSE on April 9, 2020.

13.	Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of<br>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)^
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Subordinate Voting Shares	3,956,624	Shares issued in connection with option exercises and RSU conversions	The proceeds from payment of the option exercise price will be used for general working capital purposes.
Subordinate Voting Shares	196,085	Shares issued in connection Acres transaction. See Form 9 filed with the CSE on December 21, 2020.	N/A
(1)	State aggregate proceeds and intended allocation of proceeds.
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15.	Provide details of any loans to or by Related Persons.
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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<br>market(s) or political/regulatory trends.

Adverse publicity reports orother media attention regarding the safety, efficacy and quality of marijuana in general, or associating the consumption of adult-useand medical marijuana with illness or other negative effects or events, could have such a material adverse effect. There is noassurance that such adverse publicity reports or other media attention will not arise. A negative shift in the public's perceptionof cannabis, including vaping or other forms of cannabis administration, in the U.S. or any other applicable jurisdiction couldcause State jurisdictions to abandon initiatives or proposals to legalize medical and/or adult-use cannabis, thereby limiting thenumber of new State jurisdictions into which Curaleaf could expand. Recent medical alerts by the CDC and future bans on the saleof vaping products in the locations we serve, and recent state health agencies’ approaches to vaping related illness andother issues directly related to cannabis consumption could potentially create an inability to fully implement Curaleaf's expansionstrategy and may have a material adverse effect on Curaleaf's business, results of operations or prospects.

2020 Elections

The results of the 2020 Presidential and Congressional elections may impact the likelihood of any legal developments regarding cannabis at the national level, including the passage of the Secure and Safe Enforcement(SAFE) Banking Act and the Marijuana Opportunity Reinvestment and Enforcement (MORE) Act, measures and initiatives, as well aspotential executive action to clarify federal policy toward the industry, although it is uncertain whether and in what mannerany such federal changes will occur. On a federal level, former Vice President Joseph R. Biden, who campaigned on a platformthat included cannabis decriminalization, won the electoral college and has been certified as President-Elect. Democrats,who are generally more supportive of federal cannabis reform than Republicans, maintained their majority in the House of Representatives,although at a smaller margin than initially expected, and, as a result of the Georgia runoff elections in January 2021, have gainedsufficient seats in the Senate to achieve control of when including a Vice Presidential tie-breaking vote. Although the Houseof Representatives voted to pass the MORE Act on December 4, 2020, which would remove cannabis from the Controlled SubstancesAct, the prospect of its passage in the Senate and final enactment remains unclear.

On a state level, the November 2020 elections includedmultiple initiatives on state ballots regarding cannabis, all of which passed. In Arizona and New Jersey, two markets wherethe Company already has medical operations described herein, adult use cannabis ballot initiatives passed. Similarly, adultuse passed in Montana, medical use passed in Mississippi, and both adult use and medical use passed in South Dakota. Barringany further legal challenges, these states are expected to adopt governing rules and regulations to expand their cannabis programsaccordingly.

COVID-19

The novel coronavirus commonlyreferred to as "COVID-19" was identified in December 2019 in Wuhan, China. On January 30, 2020, the World Health Organizationdeclared the outbreak a global health emergency, and on March 11, 2020, the spread of COVID-19 was declared a pandemic by the WorldHealth Organization. On March 13, 2020, the spread of COVID-19 was declared a national emergency by President Donald Trump. Theoutbreak has spread throughout Europe, the Middle East and North America, causing companies and various international jurisdictionsto impose restrictions such as quarantines, business closures and travel restrictions. While these effects are expected to be temporary,the duration of the business disruptions internationally and related financial impact cannot be reasonably estimated at this time.The rapid development of the COVID-19 pandemic and the measures being taken by governments and private parties to respond to itare extremely fluid. While the Company has continuously sought to assess the potential impact of the pandemic on its financialand operating results, any assessment is subject to extreme uncertainty as to probability, severity and duration of the pandemicas reflected by infection rates at local, state, and regional levels. The Company has attempted to assess the impact of the pandemicby identifying risks in the following principle areas:

• Mandatory Closures.In response to the pandemic, many states and localities implemented mandatory closures of, or limitations to, businesses to preventthe spread of COVID-19; this impacted the Company’s operations. Subsequently, the Company’s business was deemed an "essential service," permitting us to stay open despite the mandatory closure of non-essential businesses. More recently,the mandatory closures that impacted the Company’s operations were lifted and the Company resumed full operations, albeitsubject to various COVID-19 related precautions and changes in local infection rates. The Company’s ability to generaterevenue would be materially impacted by any future shut down of its operations.

• Customer Impact. Whilethe Company has not experienced an overall downturn in demand for its products in connection with the pandemic, if its customersbecome ill with COVID-19, are forced to quarantine, decide to self-quarantine or not to visit its stores or distribution pointsto observe "social distancing" it may have material negative impact on demand for its products while the pandemic continues.While the Company has implemented measures, where permitted, such as "curb side" sales and delivery, to reduce infectionrisk to our customers, regulators may not permit such measures, or such measures may not prevent a reduction in demand.

• Supply Chain Disruption.The Company relies on third party suppliers for equipment and services to produce its products and keep its operations going. Ifits suppliers are unable to continue operating due to mandatory closures or other effects of the pandemic, it may negatively impactits own ability to continue operating. At this time, the Company has not experienced any failure to secure critical supplies orservices. However, disruptions in our supply chain may affect our ability to continue certain aspects of the Company’s operationsor may significantly increase the cost of operating its business and significantly reduce its margins.

• Staffing Disruption.The Company is, for the time being, implementing among its staff where feasible "social distancing" measures recommendedby such bodies as the Centers for Disease Control (CDC), the Presidential Administration, as well as state and local governments.The Company has cancelled non-essential travel by employees, implemented remote meetings where possible, and permitted all staffwho can work remotely to do so. For those whose duties require them to work on-site, measures have been implemented to reduce infectionrisk, such as reducing contact with customers, mandating additional cleaning of workspaces and hand disinfection, providing masksand gloves to certain personnel, and contact tracing following reports of employee infection. Nevertheless, despite such measures,the Company may find it difficult to ensure that its operations remain staffed due to employees falling ill with COVID-19, becomingsubject to quarantine, or deciding not to come to come to work on their own volition to avoid infection. At certain locations,the Company has experienced increased absenteeism due to increased COVID-19 infection rates in certain locales. If such absenteeismincreases, the Company may not be able, including through replacement and temporary staff, to continue to operate at desired levelsin some or all locations. The Company continues to address a limited number of complaints about the efficacy of its Covid-relatedprecautions made both directly to the Company or indirectly through complaints to regulatory authorities.

• Regulatory Backlog.Regulatory authorities, including those that oversee the cannabis industry on the state level, are heavily occupied with theirresponse to the pandemic. These regulators as well as other executive and legislative bodies in the states in which we operatemay not be able to provide the level of support and attention to day-to-day regulatory functions as well as to needed regulatorydevelopment and reform that they would otherwise have provided. Such regulatory backlog may materially hinder the developmentof the Company’s business by delaying such activities as product launches, facility openings and approval of business acquisitions,thus materially impeding development of its business. The Company is actively addressing the risk to business continuity representedby each of the above factors through the implementation of a broad range of measures throughout its structure and is reassessingits response to the COVID-19 pandemic on an ongoing basis. The above risks individually or collectively may have a material impacton the Company’s ability to generate revenue. Implementing measures to remediate the risks identified above may materiallyincrease our costs of doing business, reduce our margins and potentially result in losses. While the Company is not currentlyin financial distress, if the Company’s financial situation materially deteriorates as a result of the impact of the pandemic,the Company could eventually be unable to meet its obligations to third parties, including observing financial covenants underthe Facility, which in turn could lead to insolvency and bankruptcy of the Company.

This document contains forward-lookingstatements and forward-looking information within the meaning of applicable securities laws. These statements relate to futureevents or future performance. All statements other than statements of historical fact may be forward-looking statements orinformation. Generally, forward-looking statements and information may be identified by the use of forward-looking terminologysuch 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 certainactions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this newsrelease contains forward-looking statements and information concerning (i) the Issuer’s current litigation and arbitrationproceedings, (ii) the potential impacts of adverse publicity reports or other media attention regarding the safety, efficacy andquality of marijuana in general, or associating the consumption of adult-use and medical marijuana and (iii) the potential impactsof the COVID-19 pandemic on the Issuer’s business and operations. Such forward-looking statements and information reflectmanagement's current beliefs and are based on assumptions made by and information currently available to the company with respectto the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on currentexpectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual resultsto differ materially from those expressed or implied by such statements. Additional information about these assumptions and risksand uncertainties is contained under "Risk Factors and Uncertainties" in the Company's Annual Information Form filedon September 25, 2020, which is available under the Company's SEDAR profile at www.sedar.com, and in other filings that the Companyhas made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are madeonly as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whetheras a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerablereliance on the forward-looking statements contained in this press release.

[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<br>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<br>publicly disclosed.
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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<br>defined in CNSX Policy 1).
---	---
4.	All of the information in this Form 7 Monthly Progress Report is true.
---	---

Dated January 11, 2021.

Michael<br> Carlotti
Name of Director or Senior Officer
/s/ Michael<br> Carlotti
Signature
Chief Financial Officer
Official Capacity
Issuer Details<br><br> <br>Name of Issuer<br><br> <br><br><br> <br>Curaleaf Holdings, Inc.	For Month Ended<br><br> <br>December 31, 2020	Date of Report<br><br> <br>YY/MM/D<br><br> <br>January 11, 2021
---	---	---
Issuer Address<br><br> <br>301 Edgewater Place #405
City/Province/Postal Code<br><br> <br><br><br> <br>Wakefield, MA 01880 USA	Issuer Fax No.<br><br> <br>( )	Issuer Telephone No.<br><br> <br>(781) 451-0150
Contact Name<br><br> <br>Dan Foley	Contact Position<br><br> <br>Vice President of Investor Relations	Contact Telephone No.<br><br> <br>(781) 451-0150
Contact Email Address<br><br> <br>[email protected]	Web Site Address<br><br> <br>www.curaleaf.com

Exhibit 99.6

Curaleaf Announces Closing of Offeringof Subordinate Voting Shares

WAKEFIELD, Mass., January 12, 2021 /CNW/ -- Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading U.S. provider of consumer products in cannabis, announced today the closing of its previously announced overnight marketed offering (the “Offering”) of subordinate voting shares of the Company.

The underwriters have exercised their over-allotment option in full, and as a result 18,975,000 subordinate voting shares of the Company were issued at a price of C$16.70 per share for total gross proceeds of C$316,882,500, before deducting the underwriters' fees and estimated offering expenses.

Canaccord Genuity Corp. acted as lead underwriter for the Offering on behalf of a syndicate of underwriters including Beacon Securities Limited, Cantor Fitzgerald Canada Corp., Cormark Securities Inc., Eight Capital and Haywood Securities Inc.

The Offering was conducted in each of the Provinces of Canada, other than Québec, pursuant to a prospectus supplement to the Company’s base shelf prospectus dated November 2, 2020 (the “Prospectus”) and elsewhere on a private placement basis.

Boris Jordan, Curaleaf Executive Chairman of the Board, commented, “Curaleaf’s successful closing of this C$316,882,500 capital raise represents the largest post-RTO offering by a multi-state operator in the industry and a major milestone in supporting the future growth of our business. Strong support from many of our existing shareholders as well as significant demand from new institutional investors led to the underwriters fully exercising their additional 15% over-allotment option. The closing of the offering follows Curaleaf’s recently completed agreement for a new $50 million revolving credit facility announced on January 11, 2021. These infusions of capital further strengthen Curaleaf's balance sheet at a crucial inflection point in the sector and significantly lower our average cost of capital, all while providing the Company enhanced flexibility to extend our leadership position in the exciting U.S. cannabis market.”

The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.

A.G.P./Alliance Global Partners acted as Financial Advisor in connection with the Offering.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The subordinate voting shares have not been and will not be registered under the U.S. Securities Act or any state securities laws. Accordingly, the Offered Securities may not be offered or sold within the United States or to or for the account or benefit of “U.S. persons” unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Curaleaf Holdings,Inc.

Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading U.S. provider of consumer products in cannabis, with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a vertically integrated, high-growth cannabis operator known for quality, expertise and reliability, the company and its brands, including Curaleaf and Select, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf currently operates in 23 states with 96 dispensaries, 23 cultivation sites and over 30 processing sites, and employs over 3,000 team members across the United States. 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 www.curaleaf.com.

INVESTOR CONTACT

Curaleaf Holdings, Inc.

Dan Foley, VP, Finance and Investor Relations

[email protected]

781-451-0145

MEDIA CONTACT

Curaleaf Holdings, Inc.

Tracy Brady, VP Corporate Communications

[email protected]

781-486-1037

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. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed September 25, 2020, which is available under the Company's SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward looking statements contained in this press release. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.

Exhibit 99.7

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Nameand Address of Company

Curaleaf Holdings, Inc. ("Curaleaf" or the "Company")

301 Edgewater Place

Suite 405

Wakefield, MA

01880

Item 2 Dateof Material Change

January 12, 2021

Item 3 NewsRelease

A news release with respect to the nature and substance of the material change was issued on January 12, 2021 through prnewswire.com and subsequently filed under the Company's profile on SEDAR at www.sedar.com. A copy of the news release is attached as Schedule "A".

Item 4 Summaryof Material Change

The Company announced the closing of its previously announced overnight marketed offering (the "Offering") of 18,975,000 subordinate voting shares of the Company (the "Offered Securities") at a price of C$16.70 per share for total gross proceeds of C$316,882,500, before deducting the underwriters' fees and estimated offering expenses.

Item 5 FullDescription of Material Change

5.1 FullDescription of Material Change

The Company announced the closing of the Offering.

The underwriters have exercised their over-allotment option in full, and as a result the Offered Securities were issued at a price of C$16.70 per share for total gross proceeds of C$316,882,500, before deducting the underwriters' fees and estimated offering expenses.

The Offering was conducted in each of the Provinces of Canada, other than Québec, pursuant to a prospectus supplement to the Company’s base shelf prospectus dated November 2, 2020 (the "Prospectus") and elsewhere on a private placement basis.

The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.

The subordinate voting shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. SecuritiesAct") or any state securities laws. Accordingly, the Offered Securities may not be offered or sold within the United States or to or for the account or benefit of "U.S. persons" unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.

- 2 -

Copies of the Prospectus may be obtained on SEDAR at www.sedar.com and from Canaccord Genuity Corp., 161 Bay Street, Suite 3000, Toronto, ON M5J 2S1. The Prospectus contains important detailed information about the Company and the Offering. Prospective investors should read the Prospectus and the other documents the Company has filed on SEDAR at www.sedar.com before making an investment decision.

5.2 Disclosurefor Restructuring Transactions

Not applicable.

Item 6 Relianceon subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 OmittedInformation

Not applicable.

Item 8 ExecutiveOfficer

Daniel Foley

VP, Finance and Investor Relations

[email protected]

Item 9 Dateof Report

January 13, 2021

Schedule "A"

(See attached)

Curaleaf Announces Closing of Offeringof Subordinate Voting Shares

The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.

A.G.P./Alliance Global Partners acted as Financial Advisor in connection with the Offering.

About Curaleaf Holdings, Inc.

Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading U.S. provider of consumer products in cannabis, with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a vertically integrated, high-growth cannabis operator known for quality, expertise and reliability, the company and its brands, including Curaleaf and Select, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf currently operates in 23 states with 96 dispensaries, 23 cultivation sites and over 30 processing sites, and employs over 3,000 team members across the United States. 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 www.curaleaf.com.

INVESTOR CONTACT

Curaleaf Holdings, Inc.

Dan Foley, VP, Finance and Investor Relations

[email protected]

781-451-0145

MEDIA CONTACT

Curaleaf Holdings, Inc.

Tracy Brady, VP Corporate Communications

[email protected]

781-486-1037

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. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed September 25, 2020, which is available under the Company's SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward looking statements contained in this press release. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.

Exhibit 99.8

FORM 6

CERTIFICATEOF COMPLIANCE

TO: CANADIANSECURITIES EXCHANGE (“CSE”)

Curaleaf Holdings, Inc. (the “Listed Issuer”) hereby certifies to 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:	January 13, 2021
Signed:	“Michael Carlotti”
	(Signature)
	Michael<br>Carlotti
	(Print<br>Name)
	Chief<br>Financial Officer
	(Print<br>Office)

| **FORM 6 – CERTIFICATE OF COMPLIANCE**<br><br>January 12, 2021 |

| --- |

Exhibit 99.9

January 13, 2021	BY EMAIL<br><br>[email protected]

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 “Corporation”)Stock symbol – CURA

In accordance with Section 2.7(a) of Policy 6 of the CSE Policies and Procedures, this letter hereby confirms that the Corporation has received CAD$316,882,500 in proceeds representing the gross proceeds of the overnight marketed public offering by way of prospectus supplement to the base shelf prospectus of the Corporation, described in the CSE Form 8 – Notice of Prospectus Offering filed by the Corporation on January 8, 2021.

Please confirm if you require anything further at this time.

Yours truly,

CURALEAF HOLDINGS, INC.

Per:

(signed) Michael Carlotti

Michael Carlotti

Chief Financial Officer

CC: Vanessa Coiteux, Stikeman ElliottLLP

Exhibit 99.10

FORM 9

NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

(or securities convertible or exchangeable into listed securities)

Name of Listed Issuer:	Symbol(s):
CURALEAF HOLDINGS, INC. (the “Issuer”).	CURA
---	---

This Form 9 is filed as a technical matter in respect of sales in the United States to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act pursuant to the Base Shelf Prospectus of the Issuer dated November 2, 2020 and the accompanying Prospectus Supplement of the Issuer dated January 8, 2021, to the extent that such sales constitute a "private placement" for purpose of the CSE Rules. See also the Form 8 filed by the Issuer with the CSE on January 8, 2021.

Date: January 13, 2021 Is this an updating or amending Notice:  ¨ Yes   x No

If yes provide date(s) of prior Notices: ________________________.

Issued and Outstanding Securities of Issuer Prior to Issuance: 663,786,286.^1^

Pricing

Date of news release announcing proposed issuance: January 6, 2021, January 7, 2021 and January 12, 2021 or

Date of confidential request for price protection: ________________

Closing Market Price on Day Preceding the news release: C$16.81 (as at market close on January 5, 2021)

Day preceding request for price protection: _N/A_________________

Closing

Number of securities to be issued: 18,975,000 Subordinate Voting Shares (reflecting the exercise of the over-allotment option in full).

Issued and outstanding securities following issuance: _682,761,286^2^____________

Instructions:

1.	For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form.

^1^ Includes all equity securities of the Issuer that have been issued or reserved for issuance on an as-converted to Subordinate Voting Share basis.

^2^ Includes all equity securities of the Issuer that have been issued or reserved for issuance on an as-converted to Subordinate Voting Share basis.

| **FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES** September 2018 <br> Page 1 |

| --- | | 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 [email protected] with an appendix that includes the information in Table 1B for ALL placees. | | --- | --- |

| **FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES**<br> September 2018 <br> Page 2 |

| --- |

Part 1. Private Placement

As part of the offering, certain Subordinate Voting Shares were sold in the United States and to or for the account or benefit of "U.S. persons" (as defined in the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), on a private placement basis to "qualified institutional buyers" pursuant to an exemption from the registration requirements of the U.S. Securities Act, and outside Canada and the United States on a private placement basis.

Table 1A – Summary^3^

Each jurisdiction<br> in which<br><br> purchasers reside		Price<br> per <br><br> Security		Total<br> dollar value <br> (CDN) raised in<br> the jurisdiction
United<br> States of America	19	C$	16.70	C
Cayman<br> Islands	4	C$	16.70	C
Switzerland	1	C$	16.70	C
United<br> Arab Emirates	1	C$	16.70	C
Total<br> number of purchasers:	25	C$	16.70	C
Total<br> dollar value of distribution in all jurisdictions:				C

All values are in US Dollars.

Table 1B – Related Persons

**<br><br> <br>Full Name &Municipality of Residence of Placee**	**<br><br> <br>Number of Securities Purchased or to be Purchased**	**<br><br> <br>Purchase price per Security (CDN$)**	**<br><br> <br>Conversion<br><br> <br>Price (if<br><br> <br>Applicable)<br><br> <br>(CDN$)**	**<br><br> <br>Prospectus Exemption**	**<br><br> <br>TotalSecuritiesPreviously Owned, Controlled or Directed**	**<br><br> <br>Payment Date(1)**	**<br><br> <br>Describe relations-hip to Issuer (2)**
N/A

^3^ In addition, C$182,658,755 aggregate principal amount of Subordinate Voting Shares were sold in each of the Provinces of Canada, other than Québec, pursuant to the prospectus supplement to the Company’s base shelf prospectus dated November 2, 2020.

| **FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES**<br> September 2018 <br> Page 3 |

| --- | | 1. | Total amount of funds to be raised: C$316,882,500 (including the exercise of the over-allotment option in full). | | --- | --- | | 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. | | --- | --- |

The Issuer intends to use the net proceeds of the offering for working capital and general corporate purposes. The additional net proceeds resulting from the exercise of the over-allotment option in full will be allocated to general corporate purposes, including working capital.

3.	Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: N/A.
4.	If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange<br>the debt for securities. N/A.
---	---
5.	Description of securities to be issued:
---	---

(a) Class: Subordinate Voting Shares.

(b) Number: 18,975,000 (reflecting the exercise of the over-allotment option in full).

(d) Voting rights 1 vote per Subordinate Voting Share               .

6.	Provide the following information if warrants, (options) or other convertible securities are to be issued: N/A.

(a) Number ..

(b) Number of securities eligible to be purchased on exercise of warrants (or options) .

(d) Expiry date ..

7.	Provide the following information if debt securities are to be issued: N/A.

(a)  Aggregate principal amount   .

(b) Maturity date .

(d) Conversion terms .

(e) Default provisions .

| **FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES**<br> September 2018 <br> Page 4 |

| --- | | 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): | | --- | --- |

Canaccord Genuity Corp., 161 Bay Street, Suite 3000, Toronto, Ontario, M5J 2S1

Beacon Securities Limited, 66 Wellington Street West, Suite 4050, Toronto, Ontario M5K 1H1

Cantor Fitzgerald Canada Corporation, 181 University Avenue, Suite 1500, Toronto, ON M5H 3M7

Cormark Securities Inc., North Tower, Royal Bank Tower, 200 Bay Street, Suite 1800, Toronto, ON M5J 2J2

Eight Capital, 100 Adelaide St W, Suite 2900, Toronto, ON M5H 1S3

Haywood Securities Inc., 200-700 Burrard St., Vancouver, BC, V6C 3L8

(collectively, the "Underwriters")

A.G.P./Alliance Global Partners acted as Financial Advisor in connection with the Offering.

(b)	Cash: 4.0% of the gross proceeds raised in respect of the offering (including any gross proceeds of the over-allotment option).
(c)	Securities N/A.
---	---
(d)	Other Reimbursement of the Underwriter's reasonable expenses up to a predetermined amount.
---	---

| **FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES**<br> September 2018 <br> Page 5 |

| --- | | (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, 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 No. | | --- | --- | | . | | --- | | 10. | Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.). | | --- | --- |

N/A.

11.	State whether the private placement will result in a change of control.

No.

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. N/A.
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.
---	---

| **FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES**<br> September 2018 <br> Page 6 |

| --- |

Part 2.  Acquisition

1.	Provide details of the assets to be acquired by the Issuer (including the location of the<br> assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of<br> the transaction without reference to any other material:   .
2.	Provide details of the acquisition including the date, parties to and type of agreement (eg:<br> sale, option, license etc.) and relationship to the Issuer.The disclosure should be sufficiently complete to enable a reader<br> to appreciate the significance of the acquisition without reference to any other material: <br> <br> <br> .
---	---
3.	Provide the following information in relation to the total consideration for the acquisition (including<br>details of all cash, securities or other consideration) and any required work commitments:
---	---
(a)	Total aggregate consideration in Canadian dollars:	.
---	---	---
(b)	Cash:	.
---	---	---
(c)	Securities (including options, warrants etc.) and dollar value:
---	---
	.
(d)	Other: .
---	---
(e)	Expiry date of options, warrants, etc. if any:   <br> .
---	---
(f)	Exercise price of options, warrants, etc. if any: .
---	---
(g)	Work commitments: <br> .
---	---
4.	State how the purchase or sale price was determined (e.g. arm’s-length negotiation, independent committee of the Board,<br>third party valuation etc).
---	---
5.	Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer:
---	---
	.
6.	The names of parties receiving securities of the Issuer pursuant to the acquisition and the number<br>of securities to be issued are described as follows:
---	---

| **FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES**<br> September 2018 <br> Page 7 |

| --- | | **** 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 (CDN$) | **** Conversion price (if applicable) | **** Prospectus Exemption | **** Total Securities, Previously Owned, Controlled or Directed by Party | **** Describe relationship to Issuer^(1)^ | | --- | --- | --- | --- | --- | --- | --- | | (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: | | --- | --- | | | . | | 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): | | | --- | --- | --- | | | | . | | (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 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. | | --- | --- | | 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. | | --- | --- | | | . |

| **FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES**<br> September 2018 <br> 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<br>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<br>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<br>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<br>of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as<br>defined in CSE Policy 1).
---	---
5.	All of the information in this Form 9 Notice of Issuance of Securities is true.
---	---
Dated January 13, 2021.
---	---
	Michael Carlotti
	Name of Director or Senior<br>Officer
	(signed) “Michael Carlotti”
	Signature
	Chief Financial Officer
	Official Capacity

| **FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES**<br> September 2018 <br> Page 9 |

| --- |

Appendix A

PERSONAL INFORMATION COLLECTIONPOLICY 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<br>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**<br> September 2018 <br> Page 10 |

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