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 May, 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

EXPLANATORY NOTE

Curaleaf Holdings, Inc. (the “Company”) now prepares its financial statements filed with the Securities and Exchange Commission in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). As required pursuant to section 4.3(4) of National Instrument 51-102 - Continuous Disclosure Obligations, the Company must restate its amended and restated condensed consolidated interim financial statements for the three months ended March 31, 2022 and 2021, three and six months ended June 30, 2022 and 2021, and three and nine months ended September 30, 2022 and 2021 in accordance with U.S. GAAP (the “Amended and Restated Interim Financial Statements”), such Amended and Restated Interim Financial Statements having previously been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board. The amended and restated management’s discussion and analysis for the three months ended March 31, 2022 and 2021, three and six months ended June 30, 2022 and 2021, and three and nine months ended September 30, 2022 and 2021 (the “MD&As”), are current as of March 31, 2022, June 30, 2022, and September 30, 2022, respectively, and provide financial information as of such dates, except that:

(i)	Changes were made throughout the MD&As to reflect the fact that the Amended and Restated Interim Financial<br>Statements are now prepared in accordance with U.S. GAAP.
(ii)	In the “Critical Accounting Estimates - COVID-19 estimation uncertainty” section, language<br>was updated to reflect impacts of COVID.
---	---

Other than as expressly set forth above, the MD&As do not, and do not purport to, update or restate the information in the original filings or reflect any events that occurred after the date of the original filings.

The Company’s Amended and Restated Interim Financial Statements are available under the Company’s profile on EDGAR at www.sec.gov. Readers are cautioned that the MD&As should be read in conjunction with the Amended and Restated Interim Financial Statements, including the related notes thereto.

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:	May 2, 2023	By:	/s/ Peter Clateman
		Name:	Peter Clateman
		Title:	Chief Legal Officer

EXHIBIT INDEX

99.1	Amended and Restated Unaudited Condensed Interim Consolidated Financial Statements As of and for the Three Months Ended March 31, 2022 and 2021
99.2	Amended and Restated Management’s Discussion and Analysis of Financial Condition and Results of Operations As of and for the Three Months Ended March 31, 2022 and 2021
99.3	CEO Certification of Interim Filings
99.4	CFO Certification of Interim Filings
99.5	Amended and Restated Unaudited Condensed Interim Consolidated Financial Statements As of and for the Three and Six Months Ended June 30, 2022 and 2021
99.6	Amended and Restated Management’s Discussion and Analysis of Financial Condition and Results of Operations As of and for the Three and Six Months Ended June 30, 2022 and 2021
99.7	CEO Certification of Interim Filings
99.8	CFO Certification of Interim Filings
99.9	Amended and Restated Unaudited Condensed Interim Consolidated Financial Statements As of and for the Three and Nine Months Ended September 30, 2022 and 2021
99.10	Amended and Restated Management’s Discussion and Analysis of Financial Condition and Results of Operations As of and for the Three and Nine Months Ended September 30, 2022 and 2021
99.11	CEO Certification of Interim Filings
99.12	CFO Certification of Interim Filings

Exhibit 99.1

CURALEAF HOLDINGS, INC.

Amended and Restated Unaudited Condensed Interim Consolidated Financial Statements

As of and for the Three Months Ended

March 31, 2022 and 2021

(Expressed in Thousands United States DollarsUnless Otherwise Stated)

Notice to Reader

Curaleaf Holdings, Inc. (the “Company”, “Curaleaf” or the “Group”) now prepares its financial statements filed with the Canadian Securities Administrators and with the Securities and Exchange Commission in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). As required pursuant to section 4.3(4) of National Instrument 51-102 - Continuous Disclosure Obligations, the Company must restate its amended and restated condensed consolidated interim financial statements for the three months ended March 31, 2022 and 2021 (the “Amended and Restated Interim Financial Statements”) in accordance with U.S. GAAP, such Amended and Restated Interim Financial Statements having previously been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board. The Amended and Restated Interim Financial Statements are current as of March 31, 2022 and provide financial information for the three months ended March 31, 2022, as amended and restated on May 1, 2023, solely to reflect the fact that the Amended and Restated Interim Financial Statements are now prepared in accordance with U.S. GAAP. Other than as expressly set forth above, the Amended and Restated Interim Financial Statements do not, and do not purport to, update or restate the information in the original unaudited condensed consolidated financial statements or reflect any events that occurred after the date of the filing of the original unaudited condensed consolidated financial statements.

	Page(s)
Amended and Restated Condensed Interim Consolidated Financial Statements
Amended and Restated Condensed Interim Consolidated Balance Sheets	1
Amended and Restated Condensed Interim Consolidated Statements of Operations (Unaudited)	2
Amended and Restated Condensed Interim Consolidated Statements of Comprehensive Loss	3
Amended and Restated Condensed Interim Consolidated Statements of Shareholders’ Equity	4
Amended and Restated Condensed Interim Consolidated Statements of Cash Flows (Unaudited)	5
Notes to Amended and Restated Condensed Interim Consolidated Financial Statements	6-44

Curaleaf Holdings, Inc.

Amended and Restated Condensed InterimConsolidated Balance Sheets

(in thousands)

		As of
	Note	March 31, 2022			December 31, 2021
		Unaudited			Audited
Assets
Current assets:
Cash and cash equivalents		$	242,598		$	299,329
Accounts receivable, net	3		65,201			60,425
Inventories, net	5		282,045			248,146
Assets held for sale	6		97,644			80,736
Prepaid expenses and other current assets			44,534			35,670
Current portion of notes receivable	7		2,462			2,315
Total current assets			734,484			726,621
Deferred tax asset			2,276			2,155
Notes receivable	7		—			842
Property, plant and equipment, net	8		545,940			525,825
Right-of-use assets, finance lease	9		119,789			103,035
Right-of-use assets, operating lease	9		83,359			76,048
Intangible assets, net	10		1,201,197			1,036,054
Goodwill	10		665,509			605,834
Investments			4,109			4,401
Other assets	4		52,472			24,256
Total assets		$	3,409,135		$	3,105,071
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	21	$	69,880		$	26,751
Accrued expenses			95,074			86,966
Income tax payable			182,018			139,172
Lease liability, finance lease	9		6,336			4,565
Lease liability, operating lease	9		14,749			12,745
Current portion of notes payable	11		1,989			1,966
Current contingent consideration liability	4, 21		28,807			9,155
Liabilities held for sale	6		22,672			18,581
Financial obligation	9		3,834			4,171
Other current liabilities			12,229			12,168
Total current liabilities			437,588			316,240
Deferred tax liability			294,836			257,784
Notes payable	11		605,015			457,917
Lease liability, finance lease	9		121,088			109,712
Lease liability, operating lease	9		74,493			65,498
Contingent consideration liability	4, 21		—			28,839
Financial obligation	9		157,959			153,559
Other long-term liability			85,573			50,429
Total liabilities			1,776,552			1,439,978
Temporary Equity:
Redeemable non-controlling interest contingency	13		115,560			118,972
Shareholders’ equity:
Additional paid-in capital			2,058,358			2,047,534
Treasury shares			(5,208	)		(5,208	)
Accumulated other comprehensive income			(10,177	)		(6,744	)
Accumulated deficit			(525,950	)		(489,461	)
Total shareholders’ equity			1,517,023			1,546,121
Total liabilities and shareholders’ equity		$	3,409,135		$	3,105,071

The accompanying notes are an integral part of these amended and restated unaudited condensed interim consolidated financial statements.

Curaleaf Holdings, Inc.

Amended and Restated Condensed InterimConsolidated Statements of Operations

(in thousands, except for share and per shareamounts)

		Three months ended March 31,
	Note	2022			2021
Revenues:
Retail and wholesale revenues		$	309,117		$	259,883
Management fee income			1,253			437
Total revenues			310,370			260,320
Cost of goods sold			150,120			132,866
Gross profit			160,250			127,454
Operating expenses:
Selling, general and administrative	15		105,144			83,759
Share-based compensation	14		7,672			5,748
Depreciation and amortization	8, 9, 10		27,146			17,300
Total operating expenses			139,962			106,807
Income from operations			20,288			20,647
Other income (expense):
Interest income			59			88
Interest expense	11		(13,146	)		(11,903	)
Interest expense related to lease liabilities and financial obligations	9		(7,332	)		(6,232	)
Other income, net	16		1,310			(299	)
Total other expense, net			(19,109	)		(18,346	)
Income before provision for income taxes			1,179			2,301
Income tax expense			(39,443	)		(28,862	)
Net loss			(38,264	)		(26,561	)
Less: Net loss attributable to non-controlling interest			(1,775	)		—
Net loss attributable to Curaleaf Holdings, Inc.		$	(36,489	)	$	(26,561	)
Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted	17	$	(0.05	)	$	(0.04	)
Weighted average common shares outstanding – basic and diluted	17		708,897,273			682,041,420

The accompanying notes are an integral part of these amended and restated unaudited condensed interim consolidated financial statements.

Curaleaf Holdings, Inc.

Amended and Restated Condensed InterimConsolidated Statements of Comprehensive Loss

(in thousands)

	Three months ended March 31,
	2022			2021
Net loss		(38,264	)		(26,561	)
Foreign currency translation differences		(5,070	)		—
Total comprehensive loss		(43,334	)		(26,561	)
Less: Comprehensive loss attributable to non-controlling interest		(3,412	)		—
Comprehensive loss attributable to Curaleaf Holdings, Inc.	$	(39,922	)	$	(26,561	)

The accompanying notes are an integral part of these amended and restated unaudited consolidated financial statements

Curaleaf Holdings, Inc.

Amended and Restated Condensed InterimConsolidated Statements of Shareholders’ Equity (Unaudited)

(in thousands, except for share amounts)

													Accumulated						Total Curaleaf					Redeemable
	Redeemable			Common Shares				Additional					Other						Holdings Inc.			Non-		Non-Controlling			Total
	Noncontrolling			Number of Shares				Paid-in		Treasury			Comprehensive			Accumulated			Shareholders'			Controlling		Interest			Shareholders'
	Interest			SVS		MVS		Capital		Shares			Loss			Deficit			Equity			Interest		Contingency			Equity
Balances as of December 31, 2020	$	—			569,831,140		93,970,705	$	1,563,262		(5,208	)	$	—		$	(280,691	)	$	1,277,363		$	2,093	$	(2,694	)	$	1,276,762
Issuance of shares in connection with public offering		—			18,975,000		—		240,572		—			—			—			240,572			—		—			240,572
Exercise of stock options		—			3,633,007		—		1,627		—			—			—			1,627			—		—			1,627
Share-based compensation		—			—		—		5,748		—			—			—			5,748			—		—			5,748
Net loss		—			—		—		—		—			—			(26,561	)		(26,561	)		—		—			(26,561	)
Balances as of March 31, 2021	$	—			592,439,147		93,970,705	$	1,811,209	$	(5,208	)	$	—		$	(307,252	)	$	1,498,749		$	2,093	$	(2,694	)	$	1,498,148
Balances as of December 31, 2021	$	118,972			614,369,729		93,970,705	$	2,047,534		(5,208	)	$	(6,744	)	$	(489,461	)	$	1,546,121		$	—	$	—		$	1,546,121
Issuance of shares in connection with acquisitions		—			—		—		—		—			—			—			—			—		—			—
Acquisition earnout share issuance		—			331,900		—		2,689		—			—			—			2,689			—		—			2,689
Foreign currency exchange variance		(1,637	)		—		—		—		—			(3,433	)		—			(3,433	)		—		—			(3,433	)
Exercise and forfeiture of stock options		—			1,139,861		—		463		—			—			—			463			—		—			463
Share-based compensation		—			—		—		7,672		—			—			—			7,672			—		—			7,672
Net loss		(1,775	)		—		—		—		—			—			(36,489	)		(36,489	)		—		—			(36,489	)
Balances as of March 31, 2022	$	115,560			615,841,490		93,970,705	$	2,058,358		(5,208	)	$	(10,177	)	$	(525,950	)	$	1,517,023		$	—	$	—		$	1,517,023

The accompanying notes are an integral part of these amended and restated unaudited condensed consolidated financial statements.

Curaleaf Holdings, Inc.

Amended and Restated Condensed InterimConsolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Three months ended March 31,
	2022			2021
Cash flows from operating activities:
Net Loss	$	(38,264	)	$	(26,561	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		37,000			25,010
Share-based compensation		7,672			5,748
Non-cash interest expense		1,808			846
Amortization of operating lease right-of-use assets		3,418			2,868
Loss on sale or retirement of asset		(132	)		729
(Gain) loss on investment		(624	)		—
Deferred taxes		9			(7,471	)
Changes in assets and liabilities:
Receivables		(2,219	)		(3,881	)
Inventories		(31,583	)		(28,277	)
Prepaid expenses and other current assets		(10,836	)		(15,862	)
Other assets		(28,412	)		5,990
Accounts payable		35,755			1,895
Income taxes payable		72,151			33,077
Operating leases, net (right-of-use asset acquisitions and disposals)		—			—
Operating lease liabilities		(3,149	)		(2,666	)
Accrued expenses		3,026			(1,060	)
Net cash provided by (used in) operating activities		45,620			(9,615	)
Cash flows from investing activities:
Purchase of property, plant and equipment, net		(29,954	)		(31,425	)
Proceeds from consolidation of acquisitions		18,867			—
Acquisition related cash payments		(86,776	)		—
Payments received on notes receivable		(148	)		—
Note receivable from third party		1,417			—
Amounts advanced for notes receivable		—			(4	)
Net cash used in investing activities		(96,594	)		(31,429	)
Cash flows from financing activities:
Proceeds from financing agreement		—			49,930
Debt issuance costs		—			(681	)
Proceeds from financing transactions		—			2,419
Lease liability payments		(991	)		(974	)
Principal payments on notes payable and financing liabilities		(1,322	)		(3,625	)
Prepayment penalties on retired notes payable		—			—
Remittances of statutory withholdings on share-based payment awards		(3,039	)		(7,172	)
Exercise of stock options		463			1,627
Issuance of common shares, net of issuance costs		—			240,569
Net cash (used in) provided by financing activities		(4,889	)		282,093
Net (decrease) increase in cash		(55,863	)		241,049
Cash beginning balance		299,329			73,542
Effect of exchange rate on cash		(868	)		—
Cash and cash equivalents	$	242,598		$	314,591
Non-cash investing & financing activities:
Issuance of notes in connection with acquisitions	$	145,433		$	—
Contingent consideration incurred in connection with acquisitions		2,071			—
Supplemental disclosure of cash flow information:
Cash paid for taxes	$	2,018		$	(171	)
Cash paid for interest		172			332

The accompanying notes are an integral part of these amended and restated unaudited condensed interim consolidated financial statements.

Curaleaf Holdings, Inc.

Notes to Amended and Restated CondensedInterim Consolidated Financial Statements (Unaudited)

(in thousands, except for gram, share and pershare amounts)

Note 1 — Operations of the company

Curaleaf Holdings, Inc. (the “Company”, “Curaleaf'' or the "Group"), formerly known as Lead Ventures, Inc. (“LVI”), formerly known as Lead Ventures, Inc. (“LVI), was incorporated under the laws of British Columbia, Canada on November 13, 2014. Curaleaf operates as a life science company developing full scale cannabis operations, with core competencies in cultivation, manufacturing, dispensing, and cannabis research.

On October 25, 2018, the Company completed a reverse takeover transaction, and completed a related private placement which closed one day prior on October 24, 2018 (collectively, the “Business Combination”). Following the Business Combination, the Company’s subordinate voting shares (“SVS”) were listed on the Canadian Securities Exchange (“CSE”) under the symbol “CURA” and quoted on the OTCQX ® Best Market under the symbol “CURLF”. The head office of the Company is located at 420 Lexington Ave, New York, New York 10170. The Company’s registered and records office address is located at Suite 1700-666 Burrard Street, Vancouver, British Columbia, Canada.

On April 7, 2021, the Company established an overseas subsidiary named Curaleaf International Holdings Limited (“Curaleaf International”) together with a strategic investor who provided initial capital for a 31.5% equity stake in Curaleaf International (the “Curaleaf International Transaction”). Subsequently, Curaleaf International acquired EMMAC Life Sciences Limited (“EMMAC”), the largest vertically integrated independent cannabis company in Europe (see Note 4 — Acquisitions).

For the purposes of these amended and restated unaudited condensed interim consolidated financial statements (the “Amended and Restated Interim Financial Statements”), the terms “Company” and “Curaleaf” mean Curaleaf Holdings, Inc. and, unless otherwise indicated, includes its subsidiaries. Any references to the cultivation, processing, manufacturing, extraction, retail operations, dispensing or distribution of cannabis, logistics, or similar terms specifically relate only to the Company’s licensed subsidiary entities. Operations of the licensed subsidiary entities are dependent on each entity’s license type, and the applicable local law and associated regulations.

Note 2 — Basis of presentation

The Amended and Restated Interim Financial Statements have been prepared in accordance with ASC 270 - Interim Reporting. The Company is reissuing Amended and Restated Interim Financial Statements previously prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) following the Company’s adoption of accounting principles generally accepted in the United States of America (“GAAP”) as issued by the Financial Accounting Standards Board (“FASB”) for the 2022 and comparative 2021 annual consolidated financial statements. The Company’s significant accounting policies and methods of application are described in Summary of Significant Accounting Policies in the annual audited consolidated financial statements of the Company as of and for the years ended December 31, 2022 and 2021. The Amended and Restated Interim Financial Statements have been prepared consistent with those accounting policies. All comparable periods contained herein, which were previously presented in IFRS, have been converted to GAAP.

GAAP differs in some respects from IFRS and thus may not be comparable to financial statements of Canadian companies that are prepared in accordance with IFRS. Due to differences in accounting treatments between IFRS and U.S. GAAP, amounts historically reported for the Company’s financial position, operating results, and cash flows under IFRS changed from those which are currently reported under U.S. GAAP in these Amended and Restated Interim Financial Statements. Although the Company has sought its accounting treatment and disclosures to align with those required under IFRS and GAAP so as to minimize the differences, these Amended and Restated Interim Financial Statements do not include any explanation of the principal differences or any reconciliation between IFRS and GAAP.

Functional and presentation currency

The Company’s and its United States (“U.S.”) subsidiaries’ functional currency, is the U.S. dollar (“USD”). These Amended and Restated Interim Financial Statements are presented in thousands USD unless otherwise stated. The Company’s international subsidiaries’ functional currencies, are the Sterling Pound, the Euro, and the Swiss Franc. The financial statements of the Company’s international subsidiaries are translated to USD using the period’s average rate for profit and loss amounts and the period end rate for balance sheet items. Gains and losses resulting from foreign currency translation adjustments are recognized within accumulated other comprehensive income, which is a component of equity. Transactional exchange gains and losses are included in Other income (expense), net.

Basis of consolidation

These Amended and Restated Interim Financial Statements include the financial information of the Company and its majority-owned or controlled subsidiaries. All intercompany balance and transactions are eliminated in consolidation. The Company consolidates legal entities in which it holds a controlling financial interest. The Company follows a two-tier consolidation assessment model, first focusing on a qualitative assessment of the Company’s ability to exercise power over significant activities and have exposure to potentially significant benefits or losses (the variable interest model), and second focusing on voting rights (the voting interest model). All entities are first evaluated to determine if they are variable interest entities (“VIEs”). If an entity is determined not to be a VIE, it is assessed on the basis of voting and other decision-making rights under the voting interest model. The Company has determined that they possess the power to direct activities of their consolidated VIEs through management service agreements (see Note 22 — Variable interest entities), or other similar arrangements.

The following are the accounts of the Company and its subsidiaries and other entities consolidated on a basis other than of ownership in these Amended and Restated Interim Financial Statements:

Business name	Operations<br> Location
CLF AZ, Inc.	AZ	100	%	100	%
CLF NY, Inc.	NY	100	%	100	%
Curaleaf CA, Inc.	CA	100	%	100	%
Curaleaf KY, Inc.	KY	100	%	100	%
Curaleaf Massachusetts, Inc.	MA	100	%	100	%
Curaleaf MD, LLC	MD	100	%	100	%
Curaleaf OGT, Inc.	OH	100	%	100	%
Curaleaf PA, LLC	PA	100	%	100	%
Curaleaf, Inc.	MA	100	%	100	%
Focused Investment Partners, LLC	MA	100	%	100	%
CLF Maine, Inc.	ME	100	%	100	%
PalliaTech CT, Inc.	CT	100	%	100	%
CLF Oregon, LLC (formerly PalliaTech OR, LLC)	OR	100	%	100	%
PalliaTech Florida, Inc.	FL	100	%	100	%
PT Nevada, Inc.	NV	100	%	100	%
CLF Sapphire Holdings, Inc.	OR	100	%	100	%
Curaleaf NJ II, Inc.	NJ	100	%	100	%
Focused Employer, Inc.	MA	100	%	100	%
GR Companies, Inc.	IL	100	%	100	%
CLF MD Employer, LLC	MD	100	%	100	%
Curaleaf Columbia, LLC (formerly HMS Sales, LLC)	MD	100	%	100	%
MI Health, LLC	MD	100	%	100	%
Curaleaf Compassionate Care VA, LLC	VA	100	%	100	%
Curaleaf UT, LLC	UT	100	%	100	%
Curaleaf Processing, Inc	MA	100	%	100	%
Virginia's Kitchen, LLC	CO	100	%	100	%
Cura CO LLC	CO	100	%	100	%
Curaleaf Stamford, Inc.	CT	100.0	%	100.0	%
Curaleaf International Holdings Limited	Guernsey	68.5	%	68.5	%
CLF MD Processing, LLC	MD	—		—
Windy City Holding Company, LLC	IL	—		—
Grassroots OpCo AR, LLC	IL	—		—
Remedy Compassion Center, Inc	ME	—		—
Primary Organic Therapy, Inc (d/b/a Maine Organic Therapy)	ME	—		—

All intercompany balances and transactions are eliminated on consolidation.

Non-controlling interests (“NCI”)

Non-controlling interests in consolidated subsidiaries represent the component of equity in consolidated subsidiaries held by third parties. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss.

Non-controlling interests with redemption features, such as put options, that are not solely within the Company’s control are considered redeemable non-controlling interests. Redeemable non-controlling interests are considered to be temporary equity and are reported in the mezzanine section between total liabilities and shareholders’ equity in the Amended and Restated Condensed Interim Consolidated Balance Sheets. Redeemable non-controlling interests are recorded at the greater of carrying value, which is adjusted for the non-controlling interests’ share of net income or loss, or estimated redemption value at each reporting period. If the carrying value, after the income or loss attribution, is below the estimated redemption value at each reporting period, the Company remeasures the redeemable non-controlling interests to its redemption value.

Summary of significant accounting policies

The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of revenue, expenses, assets, liabilities and contingencies. Although actual results in subsequent periods may differ from these estimates, such estimates are developed based on the best information available to management and based on management’s best judgments at the time. The Company bases its estimates on historical experience, observable trends, and various other assumptions that the Company believes are reasonable under the circumstances. All significant assumptions and estimates underlying the amounts reported in these Amended and Restated Interim Financial Statements and accompanying notes are regularly reviewed and updated when necessary. Changes in estimates are reflected prospectively in the financial statements based upon on-going trends, or subsequent settlements, and realization depending on the nature and predictability of the estimates and contingencies. Although management believes that all estimates are reasonable, actual results could differ from these estimates.

The most significant assumptions and estimates underlying these Amended and Restated Interim Financial Statements are described below.

Consolidation

The Amended and Restated Interim Financial Statements include the financial position and results of the Company, its wholly-owned subsidiaries, its partially-owned subsidiaries, and those controlled by the Company by virtue of agreements, on a consolidated basis after elimination of intercompany transactions and balances.

The Company consolidates legal entities in which it holds a controlling financial interest. The Company follows a two-tier consolidation assessment model, first focusing on a qualitative assessment of the Company’s ability to exercise power over significant activities and have exposure to potentially significant benefits or losses (the variable interest model), and second focusing on voting rights (the voting interest model). All entities are first evaluated to determine if they are VIEs. If an entity is determined not to be a VIE, it is assessed on the basis of voting and other decision-making rights under the voting interest model. The Company has determined that they possess the power to direct activities of their consolidated VIEs through management service agreements (see Note 22 — Variable interest entities), or other similar arrangements.

The financial statements of entities in which the Company holds a controlling financial interest are fully consolidated from the date that control commences and deconsolidated from the date control ceases.

When determining the appropriate basis of accounting for the Company’s interests in affiliates, the Company makes judgements about the degree of influence that it exerts directly or indirectly through an arrangement over the investees’ relevant activities.

Accounts Receivable

Accounts receivable, net are stated at their net realizable value (“NRV”), which is management’s best estimate of the cash that will ultimately be received from customers. The Company maintains an allowance for expected credit losses to reflect the expected uncollectability of accounts receivable and notes receivable based on historical collection data and specific risks identified among un-collected accounts, as well as management’s expectation of future economic conditions. The Company also considers relevant qualitative and quantitative factors to assess whether historical loss experience should be adjusted to better reflect the risk characteristics of the Company’s receivables and the expected future losses. If current or expected future economic trends, events, or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Trade accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible.

Revenue recognition

Revenue is recognized by the Company in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). Through application of the standard, the Company recognizes revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

In order to recognize revenue under ASC 606, the Company applies the following five (5) steps:

i.	Identify a customer along with a corresponding contract;
ii.	Identify the performance obligation(s) in the contract to<br>transfer goods or provide distinct services to a customer;
---	---
iii.	Determine the transaction price the Company expects to be<br>entitled to in exchange for transferring promised goods or services to a customer;
---	---
iv.	Allocate the transaction price to the performance obligation(s)<br>in the contract; and
---	---
v.	Recognize revenue when or as the Company satisfies the performance<br>obligation(s).
---	---

Revenue from the sales of cannabis is recorded net of sales discounts at the time of delivery to the customer. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy.

For some of its locations, the Company offers a loyalty reward program to its dispensary customers. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. As of March 31, 2022 and December 31, 2021, the loyalty liability totaled $11.6 million and $8.7 million, respectively, and is included in the accrued liabilities on the Amended and Restated Condensed Interim Consolidated Balance Sheets.

Accounting for acquisitions and business combinations

Classification of an acquisition as a business combination or asset acquisition can depend on whether the asset acquired constitutes a business, which can be a complex judgment.

In determining the fair value of all identifiable assets, liabilities and contingent liabilities acquired, the most significant estimates relate to valuation of contingent consideration and intangible assets. Management exercises judgement in estimating the probability and timing of when earn-outs are expected to be achieved, which is used as the basis for estimating fair value. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows.

Cannabis licenses are typically the primary intangible asset acquired in business combinations as they provide the ability to operate in each market. The key assumptions used in cash flow projections utilized to value licenses include discount rates and terminal growth rates. Of the key assumptions used, the impact of the estimated fair value of the intangible assets have the greatest sensitivity to the estimated discount rate used in the valuation. The terminal growth rate represents the rate at which these businesses will continue to grow into perpetuity. Other significant assumptions include revenue, gross profit, operating expenses and anticipated capital expenditures which are based on the historical operations of the acquiree along with management’s projections. These valuations are closely linked to the assumptions made by management regarding future performance of the assets concerned and any changes in the discount rate applied.

Contingent consideration payable as a result of a business combination is recorded at fair value at the date of acquisition. The fair value of contingent consideration is subject to significant judgments and estimates, such as projected future revenue. Subsequent changes to the fair value of contingent consideration classified as a liability are measured at each reporting date, with changes recognized through profit or loss.

Share-based payment arrangements

The Company uses the Black-Scholes valuation model to determine the fair value of options granted to employees and directors under share-based payment arrangements, where appropriate. In instances where stock options have performance or market conditions, the Company utilizes the Monte Carlo valuation model to simulate the various outcomes that affect the value of the option. In estimating fair value, management is required to make certain assumptions and estimates such as the expected life of units, volatility of the Company’s future share price, risk free rates, and future dividend yields. Changes in assumptions used to estimate fair value could result in materially different results.

Goodwill impairment

Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired in accordance with ASC 350 Intangibles – Goodwill and other (“ASC 350”). In order to determine the amount, if any, the carrying value might be impaired, the Company performs the analysis on a reporting unit level using an income approach discounted cash flow method. Under the income approach, fair value is based on the present value of estimated cash flows. A number of factors, including historical results, business plans, forecasts, and market data are used to determine the fair value of the reporting unit. Changes in the conditions for these judgments and estimates can significantly affect the assessed value of goodwill.

Inventory

In calculating final inventory values, the Company compares the inventory cost to estimated net realizable value. The NRV of inventories represents the estimated selling price for inventories in the ordinary course of business, less all estimated costs of completion and costs necessary to sell. The determination of NRV requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price the Company expects to realize by selling the inventory, and contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans, and expected market conditions. The future realization of these inventories may be affected by market-driven changes that may reduce future selling prices. As a result, the actual amount received from sale of inventories could differ from estimates. Periodic reviews are performed on the inventory balance. The impact of changes in inventory reserves is reflected in cost of goods sold.

Income taxes

The Company records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. There is inherent uncertainty in quantifying income tax positions, especially considering the complex tax laws and regulations for federal, state, and foreign jurisdictions in which the Company operates. The Company has recorded tax benefits for those tax positions where it is more likely than not that a tax benefit will result upon ultimate settlement with a tax authority that has all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will result, no tax benefit has been recognized in the Amended and Restated Interim Financial Statements.

Assets held for sale

The Company classifies assets held for sale in accordance with ASC 205 – Presentation of Financial Statements (“ASC 205”). When the Company makes the decision to sell an asset or to stop some part of its business, the Company assesses if such assets should be classified as an asset held for sale. To classify as an asset held for sale, the asset or disposal group must meet all of the following conditions: i) the asset is available for immediate sale in its present condition, ii) management is committed to a plan to sell, iii) an active program to locate a buyer and complete the plan has been initiated, iv) the asset is being actively marketed for sale at a sales price that is reasonable in relation to its fair value, v) the sale is highly probable within one year from the date of classification, and vi) actions required to complete the plan indicate that it is unlikely that the plan will be significantly changed or withdrawn. An asset held for sale is measured at the lower of its carrying amount or fair value less cost to sell unless the asset held for sale meets the exceptions as denoted by ASC 205. Fair value is the amount obtainable from the sale of the asset in an arm’s length transaction, less the costs of disposal. Once classified as held for sale, any depreciation and amortization cease to be recorded (see Note 6 — Assets and liabilitiesheld for sale).

COVID-19 estimation uncertainty

The Company is continuing to closely monitor the impact of the COVID-19 pandemic on all aspects of its business. With the increased use and efficacy of vaccines and booster shots, the pandemic’s impact has been diminishing in recent months. As a result, our retail stores have experienced higher foot traffic and our operations have returned to a more normal level. While the emergence of new COVID-19 variants remains a concern, we are closely monitoring the situation and will take necessary steps to ensure the safety of our employees and customers. Future potential developments relating to COVID-19, including the emergence of new variants and/or declines in vaccine efficacy, may negatively impact our operations and result in temporary closures of our retail stores, lower retail store traffic, and staff shortages.

New, amended and future GAAP pronouncements

The Company has implemented all applicable GAAP standards recently issued by the FASB. Pronouncements that are not applicable or where it has been determined do not have a significant impact to the Company have been excluded herein.

New Accounting Guidance - Recently Adopted

In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (ASU 2016-13- Topic 326), Derivatives and Hedging (ASU 2017-12- Topic 815), and Leases (ASU 2016-02- Topic 842): Effective Dates, pushing back the effective date of these three ASUs back one year, as well as amending the mandatory effective date for the elimination of Step 2 from the goodwill impairment test (ASU 2017-04 – Topic 350). The mandatory effective date for other filing entities for ASU 2016-13 and ASU 2017-04 is for fiscal years and impairment tests performed beginning after December 15, 2022, respectively, with early adoption permitted. The Company early adopted these standards as of January 1, 2021, no material impact on the overall financial results.

New Accounting Guidance - Not Yet Adopted

The Company reviews recently issued accounting standards on a quarterly basis and has determined there are no standards yet to be adopted which are relevant to the business for disclosure.

Note 3 — Accounts receivable

Accounts receivable consist of the following:

	As of,
	March 31, 2022			December 31, 2021
Trade accounts receivable	$	64,511		$	60,063
Other receivables		6,742			5,790
Transferred to assets held for sale		(35	)		—
Total trade and other receivables		71,218			65,853
Less: allowance for credit losses		(6,017	)		(5,428	)
Accounts receivable, net	$	65,201		$	60,425

Note 4 — Acquisitions

A summary of acquisitions completed during the three months ended March 31, 2022 and the year ended December 31, 2021 is provided below:

	As of March 31, 2022
Purchase price allocation	Bloom Dispensaries ^(1)^			Sapphire Medical Clinics Limited ^(2)^
Assets acquired:
Cash	$	18,821		$	45
Accounts receivable, net		804			139
Prepaid expenses and other current assets		381			36
Inventory		3,694			—
Property, plant and equipment, net		5,225			—
Right-of-use assets		14,265			—
Other assets		122			40
Intangible assets:
Licenses		174,770			16,391
Trade name		2,230			—
Non-compete agreements		1,260			—
Goodwill		62,904			—
Deferred tax liabilities		(42,713	)		(2,474	)
Liabilities assumed		(25,315	)		(5,417	)
Consideration transferred ^(3)^	$	216,448		$	8,760

	Year ended December 31, 2021
Purchase price allocation	EMMAC ^(1)^			Grassroots Maryland ^(1)^			Ohio Grown Therapies^(2)^		Los Sueños Farms, LLC ^(1)^
Assets acquired:
Cash	$	1,490		$	11,976		$	—	$	1,025
Accounts receivable, net		19,318			2,424			—		1,003
Prepaid expenses and other current assets		—			66			—		38
Inventory		4,298			5,714			—		12,243
Property, plant and equipment, net		7,549			19,448			—		8,975
Right-of-use assets		4,360			726			—		2,043
Other assets		3,956			689			—		20
Intangible assets:
Licenses		228,442			112,460			20,000		1,200
Trade name		11,156			—			—		—
Non-compete agreements		—			—			—		140
Know-how		114			—			—		3,020
Customer List		3,294			—			—		500
Goodwill		60,331			20,346			—		29,464
Deferred tax liabilities		(48,910	)		(33,235	)		—		—
Liabilities assumed		(27,851	)		(8,382	)		—		(3,511	)
Consideration transferred	$	267,547		$	132,232		$	20,000	$	56,160

(1) Acquisition accounted for as a business combination under ASC 805.

(2) Acquisition accounted for as an asset acquisition with the application of the ASC 805.

Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted in subsequent periods, not to exceed one year from the acquisition date. Operating results associated with acquisitions have been included in these Financial Statements from the date of acquisition.

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets or liabilities of an acquired business, and is not deductible for tax purposes. Goodwill arising from acquisitions consists largely of the synergies and economies of scale expected from combining the operations of the businesses. These synergies include the elimination of redundant facilities and functions and the use of the Company’s existing commercial infrastructure to expand sales.

2022 acquisitions

Bloom Dispensaries

On January 18, 2022, the Company completed the acquisition of Bloom Dispensaries (“Bloom”), a vertically integrated, single state cannabis operator in Arizona. The transaction with Bloom includes four retail dispensaries located in the cities of Phoenix, Tucson, Peoria, and Sedona. Bloom strengthens the Company’s production capabilities in Arizona with the addition of two adjacent cultivation and processing facilities located in north Phoenix totaling approximately 63,500 square feet of space.

Total consideration for Bloom consisted of $71 million in cash, which included a working capital adjustment of $19.9 million at close, and three promissory notes with face values of $50 million, $50 million, and $60 million due, respectively, on the first, second and third anniversary of closing of the transaction. At the option of the sellers of Bloom, the third promissory note may be paid by the Company issuing SVS on the third anniversary of closing. The notes are recourse only to the membership interests of Bloom and will not be guaranteed by any Curaleaf entity. The total fair value of the promissory notes at the date of acquisition was $145.4 million, resulting in total consideration paid for the Bloom dispensaries of $216.4 million. The acquisition remains subject to post-closing adjustments, and as of the reporting date, the Company was still in the process of finalizing purchase price accounting. The Company has incurred and expensed to date transaction costs of approximately $0.3 million related to the acquisition of Bloom.

The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the Bloom acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the Bloom acquisition, total unaudited pro forma revenue and net loss for the three months ended March 31, 2022 was $14.5 million and $5.8 million, respectively.

Revenue and net loss from Bloom included in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the three months ended March 31, 2022 was $10.9 million and $6.3 million, respectively.

Sapphire Medial Clinics Limited

On January 31, 2022, Curaleaf International Limited, a wholly owned subsidiary of Curaleaf International, acquired 100% of the equity interests of Sapphire Medical Clinics Limited (“Sapphire Medical”), a CQC registered private medical cannabis clinic providing telemedicine and face to face consultations to patients in the United Kingdom (“U.K.”). The transaction represents an opportunity to enhance the Company’s vertical integration of the business within the U.K. Under the terms of the agreement, the Company paid cash consideration of $6.7 million. An incremental earnout may be paid in 2023 based on the Sapphire Medical business exceeding certain revenue, script, and active patient count milestones during 2022. The total contingent consideration liability related to the Sapphire Medical acquisition earnout had a fair value of $2.1 million at the date of acquisition, resulting in total consideration of $8.8 million. As of the reporting date, the Company was still in the process of finalizing purchase price accounting. The Company incurred and capitalized transaction expenses of approximately $0.1 million related to the acquisition of Sapphire Medical.

The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the Sapphire Medical acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the Sapphire Medical acquisition, total unaudited pro forma revenue and net loss for the three months ended March 31, 2022 was $0.4 million and $2.5 million, respectively.

Revenue and net loss from Sapphire Medical included in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the three months ended March 31, 2022 was $0.1 million and $2.0 million, respectively.

2021 acquisitions

EMMAC Life Sciences Limited, a corporation existing under the lawsof England and Wales

On April 7, 2021, Curaleaf International completed the acquisition of EMMAC (the “EMMAC Transaction”), the largest vertically integrates independent cannabis company in Europe, in order to establish the Company’s presence and position the Company for continued growth in the European cannabis market. Base consideration for the EMMAC Transaction consisted of (i) approximately $45.2 million in cash, (ii) the issuance of 15,714,390 SVS to benefit the former holders of ordinary shares of EMMAC with a fair value, based on a third party valuation that takes into account transfer restrictions and the time value of money, of approximately $178.6 million and (iii) 706,105 SVS to be held in escrow in accordance with the terms of the share purchase agreement with a fair value of approximately $7.4 million. The portion of the consideration paid through the issuance of SVS is subject to a lock-up agreement with each recipient restricting trading of the SVS received, with an initial release of 5% of SVS from such restrictions at closing, and subsequent release of 5% of SVS from such restrictions at the end of each calendar quarter following the closing of the EMMAC Transaction.

The Company also assumed a contingent consideration liability related to the EMMAC Transaction of Terra Verde in 2020, which had a fair value of $9.2 million and was subsequently paid out during the three months ended March 31, 2022. After working capital adjustments at closing, the total consideration for EMMAC was $267.6 million. During the period ended March 31, 2022, the Company recorded measurement period adjustments to the purchase price allocation recorded as of December 31, 2021, translated as of the date of the acquisition. The measurement period adjustments resulted in an increase to other assets in the amount of $2.2 million, a decrease to goodwill in the amount of $1.5 million, and an increase to liabilities assumed of $0.7 million.

As of the reporting date, the Company was still in the process of finalizing purchase price accounting, which is expected to be completed in Q2 2022. The Company incurred and expensed transaction costs of approximately $2.6 million related to the EMMAC Transaction.

Maryland Compassionate Care and Wellness, LLC(“MCCW”)

Through its acquisition of Grassroots (as defined below), the Company acquired an option to purchase MCCW from its sole owner, KDW Maryland Holding Corporation (“KDW”), subject to regulatory approval, which was received on May 1, 2021. MCCW is the holder of cultivation, processing, and dispensary licenses in Maryland and the sole owner of each of GR Vending MD Management, LLC and GR Vending MD, LLC. Total consideration paid for MCCW was $132.2 million of the total Grassroots consideration that had been allocated as prepaid acquisition consideration.

Ohio Grown Therapies, LLC, an Ohio limitedliability company (“OGT”)

In May 2019, the Company entered into an agreement granting it an option to acquire the OGT license for $20 million in order to expand the Company’s cultivation and processing capacity in Ohio. Regulatory approval to complete the transaction was received in July 2021. In accordance with the purchase agreement, the Company paid $5 million cash in May 2019, $7.5 million in cash in July 2020, and the final $7.5 million in cash in July 2021 at closing. Upon closing, the full $20 million related to the acquisition, which was entirely attributable to the license acquired, was reclassified to intangibles. The Company incurred and expensed transaction costs of approximately $0.1 million.

Los Sueños Farms, LLC and its relatedentities

On October 1, 2021, the Company completed the acquisition of Los Sueños Farms and its related entities (“Los Sueños”), the largest outdoor grow in Colorado. Following the successful completion of the Los Sueños acquisition, the Company owns three Pueblo, Colorado outdoor cannabis grow facilities covering 66 acres of cultivation capacity including land, equipment, and licensed operating entities; an 1,800 plant indoor grow; and two retail cannabis dispensary locations serving adult use customers. The Company acquired Los Sueños, the Company’s first outdoor grow, in order to increase cultivation capacity to accelerate the Company’s growth in and share of the Colorado market and in order to leverage Los Sueños’ outdoor cultivation expertise.

Following pre-closing adjustments, the aggregate consideration paid by the Company to acquire Los Sueños was comprised of (i) approximately $20.6 million payable in cash, (ii) the cash payoff of two notes in the aggregate amount of $9.4 million and (iii) the issuance of 2,539,474 SVS to the former owners of Los Sueños having a fair value, based on a third- party valuation taking into account transfer restrictions and the time value of money, of approximately $23.5 million. The portion of the consideration paid through the issuance of SVS was subject to a regulatory “hold period” and is subject to a lock-up agreement with each recipient restricting trading of the SVS received, with an initial release of 20% of the SVS from such restrictions upon closing, and subsequent releases of 5% of the SVS from such restrictions at the end of each calendar quarter following closing. Additional consideration may become payable by the Company based upon the successful achievement of certain performance milestones including achieving cash flow targets in 2022 and obtaining enhanced tier licenses. The aggregate contingent consideration related to Los Sueños has a fair value of $2.7 million. During the period ended March 31, 2022, the Company recorded measurement period adjustments to the purchase price allocation recorded as of December 31, 2021. The measurement period adjustments resulted in an increase to accounts receivable, net in the amount of $0.2 million, a decrease to inventory in the amount of $0.6 million, an increase to goodwill in the amount of $0.1 million, and a decrease to liabilities assumed of $0.2 million. As part of the measurement period adjustments, the Company also reclassified $2.7 million of the contingent consideration from liabilities to equity.

As of the reporting date, the Company was still in the process of finalizing purchase price accounting, which is expected to be finalized in the second half of the year. The Company incurred and expensed transaction costs of approximately $0.5 million related to the Los Sueños acquisition.

Pending acquisition

The Company has signed a definitive agreement in connection with the following acquisitions, but such acquisitions were not completed during the time between March 31, 2022 and the issuance of the Amended and Restated Interim Financial Statements. The Company has concluded that it does not control the operations of the acquirees in accordance with ASC 810, and accordingly, the results of the following entities are not included in the Amended and Restated Interim Financial Statements:

Natural Remedy Patient Center, LLC

On December 23, 2021, the Company announced it had entered into a definitive agreement to acquire Natural Remedy Patient Center, LLC, a Safford, Arizona dispensary, in a cash and stock transaction valued at approximately $13 million.

Under the terms of the agreement, Curaleaf will pay $12 million in cash and total share consideration of $1 million worth of SVS based on the market price during the period before closing. The SVS will be subject to a two-year lockup period from the date of close. The transaction is expected to close in the second quarter of 2022 upon completion of standard closing conditions including regulatory approvals.

Tryke Companies

On October 4, 2022, the Company completed its acquisition of Tryke Companies (dba Reef Dispensaries) (“Tryke”), a privately held, vertically integrated, multi-state cannabis operator.

The transaction represents a compelling opportunity to enhance the Company’s operations in Arizona, Nevada, and Utah. Upon closing of the acquisition, the Company now owns and operates six highly trafficked dispensaries under the Reef brand, with two retail stores in Arizona and four in Nevada, including the Phoenix metropolitan area, Las Vegas strip, and North Las Vegas. Tryke currently offers a wide variety of in-house and third-party flower, concentrates, vape cartridges, edibles, topicals, and CBD products at a range of price points. Tryke’s product portfolio is highly complementary to the Company’s, and together the Company expects to offer consumers and retailers in Arizona, Nevada, and Utah an even broader selection of premium cannabis products.

Following pre-closing adjustments, the aggregate consideration paid by the Company to acquire Tryke was comprised of (i) approximately $19.2 million in cash at closing, (ii) $75 million in cash to be paid in three equal installments on the first, second, and third anniversaries of the closing of the transaction, (iii) the issuance of 2.7 million SVS to the former owners of Tryke, (iv) 16.5 million SVS to be paid in three equal installments on the first, second, and third anniversaries of closing, and (v) contingent consideration of up to 1 million SVS which may be paid in 2023 based on the business of Tryke exceeding certain future EBITDA targets. The acquisition remains subject to post-closing adjustments, and the Company is in the process of finalizing purchase price accounting.

Pueblo West Organics

In January 2022, the Company signed an agreement with the owners of Pueblo West Organics, LLC (“PWO”) to acquire 100% of PWO for $6.3 million on a cash and debt free basis, subject to standard purchase price adjustments. The transaction was structured as the acquisition of the equity of PWO and an outstanding call option on the equity held by a third party. PWO operates in Pueblo West, CO (i) a 75,960 square foot indoor licensed marijuana cultivation facility and processing facility; (ii) a 12,000 square foot licensed marijuana dispensary and cultivation facility; and (iii) a 2.1-acre licensed outdoor cultivation facility. The closing of the transaction is expected to occur in the second half of 2022 upon completion of standard closing conditions including regulatory approvals.

Four 20 Pharma GmbH

On August 8, 2022, the Company’s European subsidiary, Curaleaf International Holdings Limited, signed 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 €19.7 million, which will be paid 50% in cash and 50% in SVS of the Company. The closing of the transaction is expected to take place within two months, subject to customary closing conditions including regulatory approval. In connection with the transaction, the selling shareholders 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.

Deseret Wellness LLC

On March 29, 2023 the Company announced that it entered into a definitive agreement to acquire Deseret Wellness (“Deseret”), the largest cannabis retail operator in Utah, in a cash and stock transaction valued at approximately $20 million. The transaction is expected to close in the second quarter of 2023, subject to customary closing conditions. The proposed transaction with Deseret includes three retail dispensaries located in the cities of Park City, Provo and Payson. Deseret immediately strengthens Curaleaf's retail footprint in Utah, providing the state's medical patients with a wide variety of quality products including cannabis flower, vape cartridges, edibles, and concentrates.

Contingent consideration

Contingent consideration recorded relates to the Company’s business combinations and asset acquisitions. As discussed in Note 2 — Basis of presentation, contingent consideration payable is subject to significant judgment and estimates, such as projected future revenue. Refer to Note 21 —Fair value measurements and financial risk management for further discussion surrounding the inputs utilized in the fair value of contingent consideration.

The changes in the contingent consideration account balance as of March 31, 2022 are as follows:

	MEOT			EMMAC			Los Sueños			Sapphire			Total
Carrying amount, December 31, 2021		44			35,260			2,690			-			37,994
Contingent consideration recognized on acquisition		-			-			-			2,071			2,071
Payments of contingent consideration		-			(8,744	)		1			-			(8,743	)
Revaluation of contingent consideration		-			667			(2,689	)		-			(2,022	)
Difference in exchange		-			(453	)		-			(40	)		(493	)
Gain on contingent consideration not paid		-			-			-			-			-
Carrying amount, March 31, 2022		44			26,730			2			2,031			28,807
Less: current portion		(44	)		(26,730	)		(2	)		(2,031	)		(28,807	)
Non-current contingent consideration liability	$	-		$	-		$	-		$	-		$	-

Note 5 — Inventories

Inventories consist of the following:

	As of
	March 31, 2022			December 31, 2021
Raw materials
Cannabis	$	68,316		$	67,505
Non-Cannabis		26,464			20,104
Total raw materials		94,780			87,609
Work-in-process		105,645			91,001
Finished goods		85,373			71,646
Transferred to assets held for sale		(3,753	)		(2,110	)
Inventories, net	$	282,045		$	248,146

Note 6 — Assets and liabilities heldfor sale

Changes in the carrying amount of assets and liabilities held for sale are as follows:

Assets held for sale	GR Entities		Eureka			Total
Balance at December 31, 2021		77,504		3,232			80,736
Transferred in/(out)		17,255		(347	)		16,908
Total assets held for sale at March 31, 2022	$	94,759	$	2,885		$	97,644
Liabilities associated with assets held for sale	GR Entities		Eureka			Total
---	---	---	---	---	---	---	---
Balance at December 31, 2021		18,577		4			18,581
Transferred in/(out)		4,095		(4	)		4,091
Total liabilities associated with assets held for sale at March 31, 2022	$	22,672	$	—		$	22,672

GR Entities

Through the acquisition of Grassroots, the Company also has certain rights to the proceeds from the sale of three Illinois medical dispensary licenses and six adult use dispensary licenses owned by former affiliates of Grassroots (collectively, the “Illinois Assets”). Currently, all nine of these licenses are operational with six adult use dispensaries, three of which also operate under medical use licenses. On April 1, 2021, the owners of these licenses signed definitive agreements to sell the Illinois Assets to Parallel Illinois, LLC (formerly Surterra Wellness, Inc.) (“Parallel”). The transaction is subject to regulatory approval. Under the terms of the transaction, the purchase price for the Illinois Assets consists of a $100 million base price to be paid $60 million in cash and $40 million in Parallel stock, plus earnouts of up to an additional $55 million payable through 2023. Pursuant to the Grassroots Merger Agreement, the proceeds net of expenses and taxes from the sale of the Illinois Assets shall be shared by the Company with the former owners of Grassroots as follows: (i) the first $25 million of net proceeds shall be retained by the Company; (ii) the next $25 million of net proceeds shall be remitted to the former Grassroots owners; and (iii) the Company shall keep 50% of the net proceeds above $50 million, and the other 50% shall be remitted to the Grassroots owners. The Company has received a $10 million deposit from Parallel, which is refundable under limited circumstances and will be applied to the base purchase price for the Illinois Assets at closing. On February 25, 2022, the Company received correspondence from Parallel’s attorneys indicating that it will not be in a position to complete the acquisition of the Illinois Assets due to lack of financing and seeking to terminate its agreement to purchase the Illinois Assets. The Company has asserted that Parallel’s actions have constituted material breaches of its agreement with Parallel and is exploring its options.

The Company signed a letter of intent to sell the Grassroots Vermont entities; PhytoScience Management Group, Inc., including Vermont Patients Alliance, LLC, PhytoScience Institute, LLC, and Nutraceutical Science Laboratories, LLC (the “Vermont Assets”) in January 2022 and has recorded the associated net assets as held for sale as of the current period.

The Company signed a letter of intent to sell the Grassroots Little Rock Arkansas entity (the “Grassroots Arkansas”) in February 2022 and has recorded the associated net assets as held for sale as of the current period.

Additionally, the Company has been actively marketing certain rights and interests for certain real estate assets, including Grassroots Oklahoma, associated with the Grassroots Acquisition. The actively marketed price of Grassroots Oklahoma was lower than the net assets; as such, an impairment of the associated fixed assets was recorded to bring the net assets to the estimated fair market value during the period ended December 31, 2021.

Eureka

The Company signed a letter of intent to sell ECCA Investment Partners, LLC (“Eureka”) in August 2021. The anticipated sales price of the entity was lower than the net assets; as such, an impairment, including amounts related to the value of the license intangible asset as well as fixed assets, was recorded to bring the net assets to the estimated fair market value at that time.

Note 7 — Notes receivable

Notes receivable consist of the following:

	As of
	March 31, 2022		December 31, 2021
Notes receivable TerrAscend	$	2,343	$	2,315
Notes receivable Sapphire Medical		—		842
Notes receivable - Misc.		119		—
Total notes receivable	$	2,462	$	3,157
Current portion of notes receivable	$	2,462	$	2,315
Long-term notes receivable		—		842
Total notes receivable	$	2,462	$	3,157

When the Company sold the assets of HMS Health, LLC and the cultivation and processing assets of HMS Processing, LLC to TerrAscend, the total consideration included a $2.2 million interest bearing note with an interest rate of 5% per annum and is due and payable to the Company in April 2022. There was $2.3 million outstanding as of March 31, 2022 and the Company recorded immaterial interest income during the period; the total principal and outstanding interest were paid in full as expected in April 2022.

In August 2019, Rokshaw Limited, a subsidiary of EMMAC, entered into a note receivable agreement with Sapphire Medical for the establishment of Sapphire Medical and providing on-going lending to Sapphire Medical’s franchisees which consisted of a revolving loan facility of £1.500 million, with the ability to increase the revolving loan amount. The Company assumed this note in the EMMAC transaction. The note receivable has an interest rate of 7% per annum and is payable in August 2024. The note can be prepaid at any time without penalty or fees, so long as Sapphire Medical notifies EMMAC five days in advance. The Company acquired Sapphire Medical during the period ended March 31, 2022, resulting in the loan becoming an intercompany loan which is eliminated in consolidation as of March 31, 2022. During the three months ended March 31, 2022, the Company recorded immaterial interest income relating to the pre-acquisition period.

Information about the Company’s exposure to credit and market risks, and impairment losses for notes receivable is included in Note 21 — Fair value measurements and financialrisk management.

Note 8 — Property, plant and equipment,net

Property, plant and equipment, net and accumulated depreciation consist of the following:

	As of
	March 31, 2022			December 31, 2021
Land	$	7,434		$	7,494
Building and improvements		329,428			390,070
Furniture and fixtures		40,084			124,051
Information technology		4,526			4,406
Construction in progress		268,824			89,059
Transferred to assets held for sale		(17,627	)		(12,501	)
Total property, plant and equipment		632,669			602,579
Less: Accumulated depreciation		(86,729	)		(76,754	)
Property, plant and equipment, net	$	545,940		$	525,825

Assets included in construction in progress represent projects related to both cultivation and dispensary facilities not yet completed or otherwise not ready for use.

Depreciation expense totaled $12.4 million for the three months ended March 31, 2022, of which $9.0 million was recognized as cost of goods sold. The remaining $3.4 million were recognized as a part of operating expenses in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the three months ended March 31, 2022.

Note 9 — Leases

The Company leases real estate used for dispensaries, cultivation facilities, production plants, and corporate offices. Lease right-of-use assets (“ROU assets”) and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Some of our leases contain cancellation options in the event we are unable to obtain regulatory approval and permitting for a selected site, as well as other contingencies. In general, we do not record new lease arrangements until the cancellation period has expired without exercise, or until we are reasonably certain we will not exercise the cancellation option. The Company utilizes its incremental borrowing rate to calculate the present value of the contractual lease payments because the interest rate implicit in the Company’s lease arrangements is not readily determinable.

Leases with an initial term of 12 months or less are not recorded on the Amended and Restated Condensed Interim Consolidated Balance Sheets. Certain real estate leases require payment for taxes, insurance, maintenance, and other common area charges. These variable expenses are considered non-lease components. These variable payments are excluded from the measurements of lease liabilities and are expensed as incurred. The Company accounts for real estate leases and the related fixed non-lease components together as a single component.

Real estate leases typically include extension options for a period of 1–10 years. Some dispensary and office space leases include extension options exercisable up to one year before the end of the initial cancellable lease term. Typically, the option to renew the lease is for an additional period of 5 years after the end of the initial lease term and is at the option of the Company. Lease payments are in substance fixed, and certain real estate leases include annual escalation clauses with reference to an index or contractual rate.

The Company has historically entered into transactions where real estate property or equipment is sold and leased back from the buyer. These transactions are evaluated to determine if sale-leaseback accounting criteria are met. If the Company determines that it has retained control of the property or equipment, the Company records the financed lease asset in “Property and equipment, net” and a corresponding financial obligation in “Financing lease obligations” on its Amended and Restated Condensed Interim Consolidated Balance Sheets. The Company allocates each lease payment between a reduction of the lease obligation and interest expense using the effective interest method.

The Company leases machinery and equipment under leases that are of low-value or short-term in nature and therefore no ROU assets and lease liabilities are recognized for these leases. Expenses recognized relating to short-term leases and leases of low value during the three months ended March 31, 2022 and year ended December 31, 2021 were immaterial.

The following provides the components of lease cost, including sale leaseback arrangements, recognized in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021:

	For the three months<br> ended March 31,
	2022		2021
Components of lease cost are as follows:
Finance lease cost:
Amortization of finance lease assets	$	2,649	$	2,203
Interest on finance lease liabilities		3,347		2,851
Total finance lease cost		5,996		5,054
Sale leaseback financial obligations:
Interest on financial obligations		3,985		3,381
Depreciation on leased assets		2,831		2,084
Total cost financial obligations		6,816		5,465
Total operating lease cost		5,674		5,068
Total lease expense	$	18,486	$	15,587

Leased asset and liability balances, including property and financial obligations related to sale leaseback arrangements accounted for as financial obligations, as of March 31, 2022 and December 31, 2022 consist of the following:

	As of March 31, 2022						As of December 31, 2021
	Operating lease			Finance lease			Operating lease			Finance lease
Lease assets and liabilities
ROU asset	$	105,193		$	131,317		$	97,349		$	117,168
Accumulated amortization of ROU		(21,834	)		(11,528	)		(21,301	)		(14,133	)
Net ROU		83,359			119,789			76,048			103,035
Current lease liability		14,749			6,336			12,745			4,565
Non-current lease liability		74,493			121,088			65,498			109,712
Lease liability	$	89,242		$	127,424		$	78,243		$	114,277
	As of March 31, 2022
---	---	---
Financed property and equipment, net of accumulated depreciation of $16.9 million	$	145,195
Current financial obligation	$	3,834
Non-current financial obligation		157,959
Total financial obligation	$	161,793

In April 2021, the Company completed a sale and lease back transaction to sell its Bordentown, New Jersey cultivation and processing facility to 500 Columbia LLC. Under a long-term agreement, the Company will lease back the facility and continue to operate and manage it for a term of 12 years. As a result of the sale, which met sale leaseback criteria, the Company disposed of $0.5 million of buildings and improvements and $2.2 million of construction in progress. The Company recognized a gain on the sale related to the transaction of $3.2 million, which was recorded within other income (expense), net on the Amended and Restated Condensed Interim Consolidated Statements of Operations.

In May 2021, the Company completed a sale leaseback transaction to sell its Holbrook, Arizona cultivation and processing facility to TAC Vega AZ Owner, LLC. Under a long-term agreement, the Company will lease back the facility and continue to operate and manage it for a term of 10 years. The Company maintains control of the asset, and therefore, is carrying the financed asset at net book value of $14 million in Property and equipment, net, and has recorded a financial obligation for the proceeds of the sale of $14 million. The Company did not recognize a material gain or loss on the sale related to the transaction.

Other information related to operating and finance leases is as follows:

	For the three months ended March 31,
	2022			2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	(3,636	)	$	(3,279	)
Operating cash flows from operating leases		(5,144	)		(4,790	)
Financing cash flows from finance leases		(991	)		(974	)
Cash flows from sale leaseback financial obligations		(4,707	)		(4,241	)
Proceeds from sale leasebacks accounted for as financial obligations		3,553			2,419
Less proceeds from sale leasesbacks received in subsequent period		(3,553	)		—
Total cash flow from lease activities	$	(14,478	)	$	(10,865	)
	As of
---	---	---	---	---
	March 31, 2022		December 31, 2021
ROU assets obtained in exchange for lease obligations:
Finance lease	$	14,260	$	303
Operating leases		7,843		8,526
Total ROU assets obtained in exchange for lease obligations	$	22,103	$	8,829
	As of
---	---	---	---	---	---	---
	March 31, 2022			December 31, 2021
Weighted average remaining lease term (in years) - Finance leases		10.78			11.64
Weighted average remaining lease term (in years) - Operating leases		6.61			7.7
Weighted average discount rate - Finance leases		11.2	%		12.4	%
Weighted average discount rate - Operating leases		10.0	%		11.0	%

At March 31, 2022, approximate future minimum payments due under non-cancelable operating leases are as follows:

Future minimum lease payments as of March 31, 2022 are:	Operating<br> <br>Leases			Finance Leases			Financial<br> <br>Obligations
Fiscal year:
2022	$	24,523		$	22,846		$	16,351
2023		32,229			28,828			23,215
2024		29,295			29,403			23,754
2025		26,334			29,387			24,434
2026		23,873			28,925			25,021
2027 and thereafter		89,998			197,919			201,523
Total minimum payments		226,252			337,308			314,298
Less: interest		(51,645	)		(160,122	)		(181,494	)
Present value of minimum payments	$	174,607		$	177,186		$	132,804

Note 10 — Goodwill and intangible assets

Identifiable intangible assets consist of the following:

As of March 31, 2022	Gross <br> Carrying <br> Amount		Accumulated<br> Amortization			Net Carrying<br> Amount
Finite lived intangible assets:
Licenses and service agreements	$	1,154,651	$	(117,242	)	$	1,037,409
Tradenames		159,037		(20,796	)		138,241
Intellectual property and know-how		3,105		(126	)		2,979
Non-compete agreements		30,898		(8,705	)		22,193
Customer list		500		(125	)		375
Intangible assets	$	1,348,191	$	(146,994	)	$	1,201,197
As of December 31, 2021	Gross <br> Carrying <br> Amount		Accumulated<br> Amortization			Net Carrying<br> Amount
---	---	---	---	---	---	---	---
Finite lived intangible assets:
Licenses and service agreements	$	1,061,990	$	(96,196	)	$	965,794
Tradenames		62,775		(18,202	)		44,573
Intellectual property and know-how		3,097		(78	)		3,019
Non-compete agreements		29,053		(6,809	)		22,244
Customer list		510		(86	)		424
Intangible assets	$	1,157,425	$	(121,371	)	$	1,036,054

The gross carrying amount of intangible assets increased by $190.8 million during the three months ended March 31, 2022. The difference was primarily related to business combinations and asset acquisitions, partially offset by loss on difference in foreign currency exchange.

Amortization of intangible assets was $22.3 million for the three months ended March 31, 2022.

Changes in the carrying amount of goodwill are as follows:

Balance at December 31, 2021	$	605,834
Purchase price adjustments (Note 4)		(1,311	)
Change in Assets held for sale (Note 6)		(1,590	)
Acquisitions (Note 4)		62,904
Difference in exchange		(328	)
Balance at March 31, 2022	$	665,509

During the period ended March 31, 2022, the Company made measurement period adjustments to the EMMAC Life Sciences Limited and Los Sueños purchase price allocations. The measurement period adjustments resulted in a decrease in Goodwill in the amount of $1.3 million; see further detail Note 4 — Acquisitions.

Note 11 — Notes payable

Notes payable consist of the following:

	As of
	March 31, 2022			December 31, 2021
Senior Secured Notes – 2026
Principal amount	$	475,000		$	475,000
Unamortized debt discount/Deferred financing		(22,929	)		(23,753	)
Net carrying amount	$	452,071		$	451,247
Bloom Notes – 2023
Principal amount	$	50,000		$	—
Unamortized debt discount		(1,170	)		—
Net carrying amount	$	48,830		$	—
Bloom Notes – 2024
Principle Amount	$	50,000		$	—
Unamortized Debt Discount		(2,914	)		—
Net carrying amount	$	47,086		$	—
Bloom Notes – 2025
Principle Amount	$	60,000		$	—
Unamortized Debt Discount		(9,374	)		—
Net carrying amount	$	50,626		$	—
Seller note payable	$	6,819		$	6,859
Other notes payable		1,571			1,778
Total other notes payable	$	8,390		$	8,637
Current portion of notes payable	$	1,989		$	1,966
Long-term notes payable		605,015			457,917
Total notes payable	$	607,004		$	459,883

Senior Secured Notes – 2026

In December 2021, the Company closed on a private placement of senior secured notes due 2026, for aggregate gross proceeds of $475 million (“Senior Secured Notes – 2026”). The note indenture dated December 15, 2021 governing the Senior Secured Notes – 2026 (the “Note Indenture”) enables the Company to issue additional senior secured notes on an ongoing basis as needed, subject to maintaining leverage ratios and complying with other terms and conditions of the Note Indenture. The principal restrictions on incurring indebtedness include the requirement that a fixed charge coverage ratio of 2.5:1 and consolidated debt to consolidated EBITDA ratio of 4:1 be maintained when taking into account the incurrence of additional debt. The issue of additional Senior Secured Notes or other debt pari passu to the existing notes is permitted provided that the consolidated secured debt to consolidated EBITDA ratio of 3:1 is maintained when taking into account the incurrence of additional debt, and certain other conditions are met. The Company and certain of its guarantor subsidiaries are required to grant a first lien security interest in their respective assets to the trustee appointed under the Note Indenture, including assets acquired after the issue of the Notes, subject to limited exceptions. Despite the first lien granted to the holders of the Notes, the Note Indenture permits the Company to grant a more senior lien to secure up to $200 million of additional financing from commercial banks, providing for revolving credit loans, provided that the interest rate applicable to such revolving credit loans shall be lower than the interest rate applicable to the Senior Secured Notes – 2026. The Senior Secured Notes – 2026 bear interest on the unpaid principal amount at a rate of 8% per annum, compounded semi-annually and payable in arrears on June 15^th^ and December 15^th^ of each year during the term of the Senior Secured Notes – 2026; the first of which will be paid on June 15, 2022.

The Senior Secured Notes – 2026 may be redeemed early but are subject to a prepayment premium dependent on the loan year. Any redemption made before June 15, 2023 will incur a penalty of 8% and a maximum of 35% of the aggregate principal amount of notes issued under the Note Indenture (including any additional notes issued thereunder) may be redeemed with the net cash proceeds of one or more equity offerings that occurred within the prior 90 days. All or part of the outstanding Senior Secured Notes – 2026 may be redeemed between June 15, 2023 and June 14, 2024 with a premium of 4%; between June 15, 2024 and June 14, 2025 with a premium of 2%, or June 15, 2025 or after without a premium.

The Company recognized interest expense under the Senior Secured Notes – 2026 of $10.2 million for the three months ended March 31, 2022.

Bloom Notes

In connection with the Bloom acquisition, the Company issued secured promissory notes to the former Bloom owners in the aggregate of $160 million, which mature over three years. The first and second set of notes each total $50 million and mature in January 2023 and 2024; each bear interest at the rate of 6% per annum and interest payments are due quarterly, with the first payment on each during the three months ended March 31, 2022.

The final promissory note is a convertible promissory note with a principal amount of $60 million, which matures in January 2025 and bears interest at a rate of 4% per annum. Interest payments are not required until maturity, when all principal and accrued interest will be due. At the option of the sellers of Bloom, the third promissory note may be paid by the Company issuing SVS at maturity.

All three notes may be prepaid without penalty.

The Company recognized interest expense under the Bloom Notes of $1.7 million for the three months ended March 31, 2022.

Seller note

At March 31, 2022, the Company had two seller notes outstanding in the amount of $6.8 million, which included the Phyto acquisition seller note in the amount of $1.8 million, inclusive of accrued interest, and a seller note related to the Scottsdale, AZ building purchase, due December 2036, in the amount of $5.0 million. The Scottsdale seller note bears interest at a rate of 5% per annum.

Future maturities

As of March 31, 2022, future principal payments due under notes payable were as follows:

Period	Amount
2022 (remaining nine months)	$	1,989
2023		50,000
2024		50,000
2025		60,000
2026		475,000
2027 and thereafter		6,402
Total future debt obligations	$	643,391

Information about the Company’s exposure to interest rate risks and liquidity risks is included in Note 21 — Fair value measurements and financial risk management.

Note 12 — Shareholders’ equity

The authorized and issued share capital of the Company is as follows:

Authorized

As of March 31, 2022 the authorized share capital consists of an unlimited number of multiple voting shares (“MVS”) without par value and an unlimited number of SVS without par value.

Issued

As of March 31, 2022 the Company had 93,970,705 MVS issued and outstanding, that were held indirectly by Boris Jordan, the Company's Executive Chairman.

Holders of the MVS are entitled to 15 votes per share and are entitled to notice of and to attend at any meeting of the shareholders, except a meeting of which only holders of another particular class or series of shares will have the right to vote. As of both March 31, 2022 and December 31, 2021, the MVS represent approximately 13.2% and 13.3%, respectively, of the total issued and outstanding shares and 69.6% in each quarter, of the voting power attached to such outstanding shares. The MVS are convertible into SVS on a one-for-one basis at any time at the option of the holder or upon termination of the MVS structure. The dual-class structure will remain until the earlier to occur of (i) the transfer or disposition of the MVS by Mr. Boris Jordan to one or more third parties which are not permitted holders; (ii) Mr. Jordan or his permitted holders no longer beneficially owning, directly or indirectly and in the aggregate, at least 5% of the issued and outstanding SVS and MVS on a non-diluted basis; and (iii) the first business day following the first annual meeting of shareholders of the Company following the SVS being listed and posted for trading on a U.S. national securities exchange such as The Nasdaq Stock Market or The New York Stock Exchange. Refer to the management information circular dated July 30, 2021 and available on SEDAR under the Company’s profile at www.sedar.com for more information on the Amendment.

On March 30, 2022 the Company issued 331,900 SVS to the former owners of Los Sueños as a result of them successfully obtaining enhanced tier licensing. The issuance of the SVS is subject to a lock-up agreement, and had a fair value, based on a third-party valuation that takes into account transfer restrictions and the time value of money, of $1.9 million at the date of issuance.

As of March 31, 2022 and December 31, 2021 the Company had 615,841,490 and 614,369,729, respectively, SVS issued and outstanding; see details of the share balance below. Holders of the SVS are entitled to one vote per share.


As at December 31, 2021	614,369,729	93,970,705	708,340,434
Acquisition escrow shares returned and retired	331,900	—	331,900
Exercise and forfeiture of stock options and RSUs (Note 14)	1,139,861	—	1,139,861
As at March 31, 2022	615,841,490	93,970,705	709,812,195

On January 12, 2021, the Company completed an overnight marketed offering of 18,975,000 SVS at a price of C$16.70 per share in an underwritten public offering, for total gross proceeds of C$316.8 million, before deducting the underwriters’ fees and estimated offering expense. The Company used the net proceeds of $240.6 million from the overnight marketed offering for working capital and general corporate purposes.

The Company had reserved 70,981,220 and 70,834,043 SVS, as of March 31, 2022 and December 31, 2021, respectively, for the issuance of stock options under the Company’s 2018 Long Term Incentive Plan (“LTIP”) (see Note 14 — Share-based payment arrangements).

Treasury shares

There were no shares repurchased into treasury during the three months ended March 31, 2022 and 2021.

Note 13 — Redeemable non-controllinginterest

On April 7, 2021, the Company established Curaleaf International together with a strategic investor who provided initial capital of $130.8 million for 31.5% equity stake in Curaleaf International. Curaleaf and the strategic investor have entered into a shareholders’ agreement regarding the governance of Curaleaf International pursuant to which Curaleaf has control over operational issues as well as raising capital and the ability to exit the business. In addition, the strategic investor’s stake is subject to put/call rights which permit either party to cause the stake to be bought out by Curaleaf for Curaleaf equity starting the earlier of change of control or in 2025.

In connection with the acquisition of Four20 in March 2022, the selling shareholders and Curaleaf International entered into a put/call option which permits either party to trigger the roll-up of the remaining equity of Four20 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 estimated redemption value of the put/calls were below their carrying value, which is recorded on the Company’s Amended and Restated Condensed Interim Consolidated Balance Sheets as temporary equity in the amount of $115.6 million and $119.0 million as of March 31, 2022 and December 31, 2021, respectively.

Note 14 — Share-based payment arrangements

Stock option programs

The 2011 and 2015 Equity Incentive Plans provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, stock appreciation rights and other share-based awards. In connection with the Business Combination, all unexercised stock options of Curaleaf, Inc. issued and outstanding under the 2011 and 2015 Equity Incentive Plans were converted to the option to receive an equivalent substitute option under the LTIP. The LTIP provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards, dividend equivalents, and other share-based awards. The number of SVS reserved for issuance under the LTIP is calculated as 10% of the aggregate number of SVS and MVS outstanding on an “as-converted” basis.

During the period ended December 31, 2021, management discovered an error related to disclosures around the number of share options and RSUs forfeited, expired, and outstanding which existed during the period ended March 31, 2021 as well. See further details regarding such restatements at Note 24 —Restatement and restated March 31, 2021 amounts below.

Stock option valuation

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes valuation model, where appropriate. In instances where stock options have performance or market conditions, the Company utilizes the Monte Carlo valuation model to simulate the various outcomes that affect the value of the option.

The weighted average inputs used in the measurement of the grant date fair values of the equity-settled share-based payment plans were as follows:

	March 31,
	2022			2021
Fair value at grant date	$	3.95		$	10.36
Share price at grant date	$	7.97		$	14.52
Exercise price	$	7.19		$	15.49
Expected volatility		70.3	%		73.1	%
Expected life		4.2 years			6.2 years
Expected dividends		—	%		—	%
Risk-free interest rate (based on government bonds)		2.4	%		1.0	%
Total intrinsic value of options exercised (in 000s)	$	3,900		$	48,586
Total fair value of shares vested (in 000s)	$	13,990		$	4,281
Aggregate intrinsic value of shares outstanding at the end of the period (in 000s)	$	60,379		$	233,510
Weighted-average remaining contractual term - shares exercisable		5.5 years			6.4 years
Weighted-average remaining contractual term - shares outstanding and vested		5.9 years			6.4 years

The expected volatility is estimated based on the historical volatility. Management believes this is the best estimate of the expected volatility over the expected life of its stock options. The expected life in years represents the period of time that options granted are expected to be outstanding. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The Company recorded share-based compensation in the amount of $7.7 million and $5.7 million for the three months ended March 31, 2022 and 2021, respectively.

Reconciliation of outstanding share options

The number and weighted-average exercise prices of share options under the LTIP were as follows:

	Number of<br> <br>options			Weighted<br> <br>average<br> <br>exercise price		Number of<br> <br>options			Weighted<br> <br>average<br> <br>exercise price
	2022			2022		2021			2021
Outstanding at January 1		23,588,635		$	6.89		25,915,656		$	4.18
Forfeited during the three month period		(660,160	)		13.42		(47,746	)		6.28
Expired during the three month period		(24,245	)		7.22		(42,712	)		7.35
Exercised during the three month period		(524,770	)		0.55		(3,696,904	)		0.53
Granted during the three month period		2,854,303			7.19		2,688,306			15.49
Outstanding at March 31		25,233,763		$	6.90		24,816,600		$	5.97
Options exercisable at March 31		16,636,664		$	5.39		17,227,593		$	3.99

Reconciliation of RSUs

The number of RSUs awarded under the LTIP were as follows:

	Number of RSUs
	2022			2021
Outstanding at January 1		2,876,413			2,452,338
Forfeited during the three month period		(240,548	)		(14,574	)
Released during the three month period		(844,888	)		(455,069	)
Granted during the three month period		2,121,184			250,024
Outstanding at March 31		3,912,161			2,232,719
RSUs vested at March 31		—			—

Note 15 — Selling, general and administrative expense

Selling, general and administrative expenses consist of the following:

	Three months ended March 31,
	2022		2021
Selling, general and administrative expenses:
Salaries and benefits	$	55,949	$	43,179
Sales and marketing		9,426		10,492
Rent and occupancy		12,311		6,609
Travel		1,979		784
Professional fees		9,463		6,676
Office supplies and services		5,944		8,560
Other		10,072		7,459
Total selling, general and administrative expense	$	105,144	$	83,759

Note 16 — Other income (expense), net

Other income (expense), net consists of the following:

	Three months ended March 31,
	2022			2021
Gain (loss) on disposal of assets	$	740		$	(702	)
Loss on investment		(248	)		—
Gain on extinguishment of debt		1			—
Other income, net		817			403
Total other income (expense), net	$	1,310		$	(299	)

Note 17 — Earnings per share

Basic and diluted loss per share attributable to Curaleaf Holdings, Inc. was calculated as follows:

	Three months ended March 31,
	2022			2021
Numerator:
Net loss	$	(38,264	)	$	(26,561	)
Less: Net loss attributable to redeemable non-controlling interest		(1,775	)		—
Net loss attributable to Curaleaf Holdings, Inc. — basic and diluted	$	(36,489	)	$	(26,561	)
Denominator:
Weighted average SVS outstanding — basic and diluted		708,897,273			682,041,420
Loss per share — basic and diluted	$	(0.05	)	$	(0.04	)

The Company’s potentially dilutive securities, which include stock options to purchase shares of the Company, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to shareholders is the same. The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted loss per share attributable to Curaleaf, Inc. for the periods indicated because including them would have had an anti-dilutive effect:

	Three months ended March 31,
	2022		2021
Options to purchase SVS		25,233,763		24,816,600

During the period ended December 31, 2021, management discovered an error related to Select purchase price accounting, which resulted in a change in the EPS calculation for the period ended March 31, 2021. See further details regarding such restatement at Note 24 — Restatement.

Note 18 — Segment reporting

The Company operates in one segment; the cultivation, production, and sale of cannabis via retail and wholesale channels. As of and during the year ended December 31, 2021, the Company operated in two segments; Cannabis and Non-Cannabis. During the current period, the Company reevaluated the Company’s operating structure and determined that the Non-Cannabis segment is no longer a relevant or material portion of the Company’s business. For comparability purposes, total segment metrics in the prior year disclosures should be considered to be representative of the Company’s one segment presentation in the current period.

Note 19 — Commitments and contingencies

Indemnification agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and senior management team that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnification agreements. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its Amended and Restated Interim Financial Statements.

Litigation

The Company is involved in claims or lawsuits that arise in the ordinary course of business. Accruals for claims or lawsuits are provided to the extent that losses are deemed both probable and estimable. Although the ultimate outcome of these claims or lawsuits cannot be ascertained, on the basis of present information and advice received from counsel, it is management’s opinion that the disposition or ultimate determination of such claims or lawsuits will not have a material adverse effect on the Company.

Among other legal disputes, the Company is currently, or was, involved in the following proceedings relating to material disputes:

Eagle Valley Holdings, LLC. On January 4, 2023, a Curaleaf subsidiary that purchased the Bloom assets in Arizona, filed suit against Eagle Valley Holdings, LLC, Q Business Consulting, LLC, LBSF, LLC, the sellers of the Bloom assets, and Edmond Vartughian, their designated representative, in Arizona Superior Court in Maricopa County, alleging breach of the contractual representations and warranties and fraudulent inducement of Curaleaf’s acquisition of the Bloom assets. The parties resolved the claims on March 21, 2023 and dismissed the suit. As part of the settlement agreement, the parties have agreed to reduce the future principal payments of the Bloom Notes (as hereinafter defined) by $10 million. The purchase price for Bloom was paid $69 million in cash on closing of the transaction, net of working capital adjustments, with the remaining approximately $160 million to be paid through the issuance of three promissory notes of $50 million, $50 million and $60 million due, respectively, on the first, second and third anniversary of closing of the transaction. Curaleaf has settled in full the $50 million note due January 2023 for $44 million and the principal of the $50 million note due January 2024 has been reduced by $4 million.

Sentia Wellness. On January 6, 2022, Measure 8 Ventures, LP, and other purchasers of debentures from Sentia Wellness, Inc. (“Sentia”), filed suit against Nitin Khanna and six other former officers, directors, and/or advisors of Sentia in the Circuit Court of the State of Oregon for Multnomah County alleging violations of Oregon securities law by making false and misleading statements and omissions to induce the plaintiffs to purchase over $74 million of debentures in Sentia. On May 16, 2022, the defendants filed their answer to the plaintiffs’ complaint along with affirmative defenses and various counter-claims against the plaintiffs as well as claims against third-parties Curaleaf Holdings, Inc., Cura Partners, Inc., and other individuals. The third-party claims include claims for unjust enrichment, breach of fiduciary duty, and tortious interference in connection with Curaleaf’s acquisition of Cura Partners, Inc. The third-party complaint also alleges claims against Curaleaf Holdings, Inc. and Cura Partners, Inc. for indemnification as well as reimbursement and advancement of attorneys’ fees and expenses under Oregon law and Cura Partners, Inc.’s bylaws. Nitin Khanna and the third-party plaintiffs seek actual damages in an amount of $515 million and other relief. However, Curaleaf Holdings, Inc. and Cura Partners, Inc. were not targeted by all of the third-party plaintiffs claims. On October 25, 2022, Nitin Khanna and the third-party plaintiffs filed a stipulation of dismissal which was subsequently signed by the judge and which dismissed without prejudice all of their claims against Curaleaf Holdings, Inc. and Cura Partners, Inc. Mr. Clateman and Mr. Martinez have moved to dismiss all claims against them; the court has not yet scheduled argument on that motion.

Connecticut Arbitration. Pursuant to the Second Amended and Restated Operating Agreement of Doubling Road Holdings, LLC, the holders (the “Holders”) of a majority of the Series A-2 Units of Doubling Road Holdings had the right (the “Put Right”) to require that PalliaTech CT, LLC or any of its affiliates purchase all of the Series A-2 Units in exchange for shares of PalliaTech, Inc. (now Curaleaf, Inc.), the parent of PalliaTech CT, pursuant to a defined “Buy-Out Exchange Ratio.” On October 25, 2018, the Holders, the Company, and others entered into a Stipulation of Settlement in order to resolve a dispute with respect to the applicable Buy-Out Exchange Ratio for the Put Right. The Stipulation of Settlement provided, among other things, that PalliaTech CT purchased the Holders’ interests in exchange for (1) a payment of $40.1 million; (2) 4,755,548 SVS; and (3) the potential for additional equity in the Company depending on the results of a “Settlement Second Appraisal.” Pursuant to the Settlement Second Appraisal, dated December 12, 2019, and the terms of the Stipulation of Settlement, the Holders received 2,016,859 additional SVS. On January 23, 2020, the Holders filed claims in arbitration including for fraudulent inducement and breach of contract, relating primarily to a lock-up agreement that the Holders signed in connection with the Stipulation of Settlement. The hearing of the case took place in April 2022 and on September 6, 2022, the arbitrator issued a Final Partial Award dismissing all of the DRH plaintiffs’ claims and awarding costs of the arbitration to Curaleaf. The arbitrator issued a final award of the costs to be paid by the DRH plaintiffs to Curaleaf, and the immaterial reimbursement was received in the fourth quarter of 2022.

Securities Class Action. On August 5, 2019, a purported class action was filed against the Company, Joseph Lusardi, Neil Davidson, and Jonathan Faucher (“Defendants”) in the U.S. District Court for the Eastern District of New York on behalf of persons or entities who purchased or otherwise acquired publicly traded securities of the Company from November 21, 2018 to July 22, 2019. On January 6, 2020, an Amended Class Action Complaint was filed against the Defendants. The Amended Class Action Complaint alleges that the Defendants made materially false and/or misleading statements regarding the Company’s CBD products based on a July 22, 2019 letter received from the U.S. Food and Drug Administration (“FDA Letter”). According to the Amended Class Action Complaint, the FDA Letter states that several of the CBD products sold on the Company’s website were “misbranded drugs” in violation of the Federal Food, Drug, and Cosmetic Act. The Amended Class Action Complaint asserts claims (1) against all Defendants for alleged violations of Section 10(b) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (2) against Lusardi, Davidson, and Faucher for alleged violations of Section 20(a) of the Exchange Act. On March 6, 2020, Defendants filed a motion to dismiss arguing that the Amended Class Action Complaint failed to allege (1) any false or misleading statement or omission, (2) scienter, (3) any domestic transactions, or (4) control person liability. On February 15, 2021, the Company’s motion to dismiss was granted with prejudice.

Taxes

The Company records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. There is inherent uncertainty in quantifying income tax positions, especially considering the complex tax laws and regulations for federal, state and foreign jurisdictions in which the Company operates. The Company has recorded tax benefits for those tax positions where it is more likely than not that a tax benefit will result upon ultimate settlement with a tax authority that has all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will result, no tax benefit has been recognized in the Amended and Restated Interim Financial Statements.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and foreign jurisdictions, where applicable. The Company is currently under IRS examination for the tax years 2016, 2017, and 2018 and the Company’s subsidiary, Curaleaf North Shore, Inc. (formerly known as Alternative Therapies Group, Inc.) has filed a petition to Tax Court related to an IRS examination for 2018. As of March 31, 2022, there is reasonable possibility that the unrecognized tax benefits will change within 12 months due to expirations of statute of limitations or audit settlements.

The IRS has proposed adjustments relating to the Company’s treatment of certain expenses under Section 280E, however, the Company is defending its tax reporting positions before the IRS. The outcome of this audit remains unclear at this point. The Company also intends to litigate any further such challenges because it currently believes all of its other tax positions can be sustained under an IRS examination. The ultimate resolution of tax matters could have a material effect on the Company's Amended and Restated Interim Financial Statements. As the IRS interpretations on Section 280E continue to evolve, the impact of any such challenges cannot be reliably estimated. The Company's tax years are still open under statute from December 31, 2016, to the present.

Note 20 — Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

The EMMAC Transaction (see Note 4 — Acquisitions) constituted a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as a result of Measure 8 Ventures Management, LLC, an investment management company controlled by Boris Jordan, the Executive Chairman and control person of the Company (including funds managed by such entity, “Measure 8”), having an interest in the EMMAC Transaction by way of a profit interest and a convertible debt instrument which converted into shares of EMMAC representing 8% of EMMAC equity at closing of the EMMAC Transaction. Mr. Jordan owns a minority interest in Measure 8 Management, LLC. The Company relied upon the exemptions provided under Sections 5.5(b) of MI 61-101 – Issuer Not Listedon Specified Markets and 5.7(1)(a) of MI 61-101 – Fair Market Value Not More the 25% of Market Capitalization from the requirements that the Company obtain a formal valuation of the EMMAC Transaction and that the EMMAC Transaction receive the approval of the minority shareholders of the Company.

The terms of the EMMAC Transaction and Curaleaf International Transaction were negotiated by management and advisors under guidance of, and unanimously recommended for approval by, a committee composed of members of the Board of Directors free from any conflict of interest with respect to the EMMAC Transaction and Curaleaf International Transaction (the “Special Committee”), all of which were independent members of the Board of Directors within the meaning of National Instrument 52-110 – Audit Committees. The Special Committee received a fairness opinion from the independent investment bank, Eight Capital, to the effect that, in its opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration paid by the Company as part of the EMMAC Transaction was fair, from a financial point of view, to the Company. The fee paid to Eight Capital in connection with the delivery of its fairness opinion was not contingent on the successful implementation of the EMMAC Transaction.

The Company incurred the following transactions with related parties during the three months ended March 31, 2022 and 2021.

	Related party transactions
	Three months ended March 31,						Balance receivable (payable) as of
Transaction	2022			2021			March 31, 2022			December 31, 2021
Consulting fees ^(1)^	$	542		$	1,349		$	—		$	—
Travel and reimbursement ^(2)^		297			—			—			—
Rent expense reimbursement ^(3)^		(42	)		(13	)		—			—
Equipment purchases ^(4)^		—			1,426			—			—
Senior Secured Notes - 2026 ^(5)^		231			—			(10,000	)		(10,000	)
Promissory Note - 2024 ^(5)^		—			325			—			—
	$	1,028		$	3,087		$	(10,000	)	$	(10,000	)
(1) Consulting fees relate to real estate management and general advisory services provided by (i) Frontline Real Estate Partners, LLC, a company controlled by Mitchell Kahn, a Board Member, and in which Matt Darin, Chief Executive Officer, has a minority interest, as well as (ii) Measure 8 Venture Management, LLC, an investment company controlled by Boris Jordan, Executive Chairman and control person of the Company (including funds managed by such entity, “Measure 8”). There are on-going contractual commitments related to these transactions. The total consulting fees paid to Measure 8 were immaterial and for the three months ended March 31, 2022 and for the three months ended March 3pectively. The total consulting fees paid to Frontline Real Estate Partners, LLC were immaterial for the three months ended March 31, 2022 and March 31, 2021, respectively.
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(2) Travel and reimbursement relate to payments made to Measure 8 for reimbursements of certain expenses incurred. There are on-going contractual commitments related to these transactions
(3) The Company recognized a rent expense credit for a sublease between Curaleaf NY LLC and Measure 8 and rent expense for a lease between GR Companies, Inc. and FREP Elm Place II, LLC, a company owned in part by Mr. Kahn. Both arrangements represent on-going contractual commitments based on executed leases.
(4) The Company purchased hemp processing equipment from Sentia Wellness. Sentia Wellness is a Cannabidiol company that was formerly associated with Select, prior to the acquisition by Curaleaf. Mr. Jordan and Cameron Forni, former Select President, have interests in Sentia Wellness.
(5) Baldwin Holdings, LLC, in which Joseph F. Lusardi, the Company’s Executive Vice Chairman, owns a direct equity interest held $10 million of the total $475 million of Senior Secured Notes – 2026. The Company recognized interest expense related to the portion of the Senior Secured Notes - 2026 held by Baldwin Holdings, LLC. The Promissory Note – 2024 previously held by Baldwin Holdings, LLC, was exchanged for Senior Secured Notes – 2026 as part of the private placement of Senior Secured Notes – 2026 completed by the Company in December 2021. As a result of this exchange, the Company repaid the notes, including interest and prepayment penalty. For the three months ended March 31, 2022, the Company recognized interest expense under the Promissory Note – 2024. The Senior Secured Notes – 2026 held by Baldwin Holdings, LLC contain certain repayment and interest components that represent on-going contractual commitments with this related party.

Note 21 — Fair value measurements andfinancial risk management

The Company’s financial instruments consist of cash, restricted cash and cash equivalents, notes receivable, accounts payable, accrued expenses, long-term debt, and redeemable non-controlling interest contingency. The fair values of cash, restricted cash, notes receivable, accounts payable, and accrued expenses approximate their carrying values due to the relatively short-term to maturity. The Company’s long-term notes payable carrying value at the effective interest rate approximates fair value.

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The three levels of hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Inputs for the asset or liability that are not based on observable market data.

The Company’s assets measured at fair value on a nonrecurring basis include investments, long-lived assets, indefinite-lived intangible assets and goodwill. The Company reviews the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value measurements of the assets are considered to be Level 3 measurements.

There have been no transfers between fair value levels during the three months ended March 31, 2022 and the year ended December 31, 2021.

	Fair value measurements as of March 31, 2022 using:
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	242,598	$	—	$	—	$	242,598
Contingent consideration liabilities		—		—		28,807		28,807
	$	242,598	$	—	$	28,807	$	271,405
	Fair value measurements as of December 31, 2021 using:
---	---	---	---	---	---	---	---	---
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	299,329	$	—	$	—	$	299,329
Contingent consideration liabilities		—		—		37,994		37,994
	$	299,329	$	—	$	37,994	$	337,323

Level 1

Cash and cash equivalents, net accounts receivable, accounts payable and accrued liabilities, notes payable, investments, and other current assets and liabilities represent financial instruments for which the carrying amount approximates fair value.

Level 2

The fair value of deferred consideration relates to the Tryke acquisition as discussed above in Note 4 – Acquisitions. Consideration to be paid in cash on the first, second, and third anniversaries of the closing date was valued with a discount rate, consisting of the Company’s credit spread and a risk-free rate, of 18.2%, 18.0%, and 17.8% respectively. The liabilities will accrete in value until the payment due date with changes in the value recorded through interest expense within the Company’s Amended and Restated Condensed Interim Consolidated Statements of Operations. Additional deferred cash consideration relates to the pending litigation as discussed above in Note 4 — Acquisitions.

Level 3

The fair value of contingent consideration is based upon the following Level 3 inputs:

•	HMS – present value of the $2 million loan bearing an interest rate of 4.8% per annum discounted<br>at 92.7%.
•	MEOT – present value of the potential cash earn-out of $2 million based upon MEOT’s achievement<br>of certain earnings targets discounted at 4.22%.
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•	EMMAC – present value of EMMAC’s achievement regulatory approval for recreational cannabis<br>and meeting certain revenue targets in the U.K. market as discussed in Note 4 — Acquisitions. The following discount rates<br>were utilized in the determination of the present value of the liabilities resulting in gain on revaluation of contingent consideration<br>of $0.7 million for the three-months ended March 31, 2022.
---	---
◦	Regulatory approval for recreational cannabis – 1.8% 2021 and 11.6% 2022.
---	---
◦	Revenue targets in the U.K. market – 1.8% in 2021 and 11.2% in 2022.
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•	Los Sueños – present value of Los Sueños’ achievement of enhanced tier licensing.<br>Discount rates of 1.7% and 2.1%, for the first and second tranche of shares, respectively, were utilized in the determination of the present<br>value of the liabilities resulting in a gain on revaluation of contingent consideration of $2.7 million for the three months ended March 31,<br>2022.
---	---
•	Sapphire – present value of Sapphire’s achievement of certain revenue, script, and active<br>patient count milestones during 2022 as discussed in Note 4 — Acquisitions.
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Financial Risk Management

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit Risk

Credit risk is the risk of a potential loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s notes and accounts receivable. The maximum credit exposure at March 31, 2022 and 2021 is the carrying amount of cash and cash equivalents, accounts receivable and notes receivable. The Company does not have significant credit risk with respect to its customers. All cash and cash equivalents are placed with major U.S. financial institutions.

The Company provides credit to its wholesale and management services agreement (“MSA”) customers in the normal course of business and has established processes to mitigate credit risk. The amounts reported in the Amended and Restated Condensed Interim Consolidated Balance Sheets are net of allowances for credit losses, estimated by the Company’s management based on prior experience and its assessment of the current economic environment. The Company reviews its trade receivable accounts regularly and reduces amounts to their expected realizable values by adjusting the allowance credit losses when management determines that the account may not be fully collectible. The Company applies ASC 310 – Receivables for the measurement of expected credit losses, which uses an expected loss allowance model for all trade receivables. The Company has not adopted standardized credit policies, but rather assesses credit on a customer-by-customer basis in an effort to minimize those risks.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities. The Company manages liquidity risk through the management of its capital structure. The Company’s approach to managing liquidity is to ensure that it will have sufficient liquidity to settle obligations and liabilities when due.

In December 2021, the Company closed a private placement of Senior Secured Notes - 2026, for aggregate gross proceeds of $475 million to the Company. The notes bear interest on the unpaid principal amount at a rate of 8% per annum, compounded semi-annually and payable in arrears on June 15th and December 15th of each year during the term of the notes; the first of which will be June 15, 2022. The Note Indenture governing the Senior Secured Notes - 2026 contains numerous positive and negative covenants of the Company. If the Company breaches a covenant under the Note Indenture, the trustee may, under certain circumstances, accelerate the maturity of the principal amount outstanding or realize on the collateral granted by the Company over its assets. A breach of covenant under the Note Indenture could have a material adverse impact on the Company’s financial position.

The final set of promissory notes are convertible promissory notes with a principal amount totaling $60 million, which mature in January 2025 and bear interest at a rate of 4% per annum. Interest payments are not required until maturity, when all principal and accrued interest will be due. At the option of the sellers of Bloom, the third set of promissory notes may be paid by the Company issuing SVS at maturity. All three notes may be prepaid without penalty.

In addition to the commitments outlined in Note11 — Notes payable and Note 19 — Commitments and contingencies, the Company has the following gross remaining contractual obligations:

	< 1 Year		1 to 3 Years		Total
For the period ended March 31, 2022:
Accounts payable	$	69,880	$	—	$	69,880
Accrued expenses		95,074		—		95,074
Other current liabilities		12,229		—		12,229
Contingent consideration liability		28,807		—		28,807
Other long-term liability		—		85,573		85,573
	$	205,990	$	85,573	$	291,563
	< 1 Year		1 to 3 Years		Total
---	---	---	---	---	---	---
For the period ended December 31, 2021:
Accounts payable	$	26,751	$	—	$	26,751
Accrued expenses		86,966		—		86,966
Other current liabilities		12,168		—		12,168
Contingent consideration liability		9,155		28,839		37,994
Other long-term liability		—		50,429		50,429
	$	135,040	$	79,268	$	214,308

The Company is monitoring the impacts of COVID-19 closely, and although liquidity has not been materially affected by the COVID-19 outbreak to date, the ultimate severity of the outbreak and its potential future impact on the economic environment is uncertain. Given the current uncertainty of the future economic environment, the Company has taken additional measures in monitoring and deploying its capital to minimize the negative impact on liquidity. For more information, see Note 2 — Basis of presentation, “COVID-19 estimation uncertainty”.

Currency Risk

The operating results and financial position of the Company are reported in U.S. dollars. Some of the Company’s financial transactions have been and may be denominated in currencies other than the U.S. dollar. The results of the Company’s operations are subject to currency transaction and translation risks.

As of March 31, 2022 and 2021, the Company had no hedging agreements in place with respect to foreign exchange rates. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Cash and cash equivalents bear interest at market rates. The Company’s notes receivable and financial debts have fixed rates of interest and are carried at amortized cost. The Company does not account for any fixed-rate financial assets or financial liabilities at fair value, therefore, a change in interest rates at the reporting date would not affect profit or loss.

Capital Management

The Company’s objectives when managing capital are to ensure that there are adequate capital resources to safeguard the Company’s ability to continue as a going concern and maintain adequate levels of funding to support its ongoing operations and development such that it can continue to provide returns to shareholders and benefits for other stakeholders.

The capital structure of the Company consists of items included in shareholders’ equity and debt, net of cash and cash equivalents. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the Company’s underlying assets. The Company plans to use existing funds, as well as funds from the future sale of products to fund operations and expansion activities.

Note 22 — Variable interest entities

The following tables presents the summarized financial information about the Company’s consolidated VIEs which are included in the Amended and Restated Condensed Interim Consolidated Balance Sheets as of March 31, 2022 and 2021 and in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021. All of these entities were determined to be VIEs as the Company possesses the power to direct activities through MSAs or financing arrangements.

The following table presents summarized financial information about the Company’s VIEs as of March 31, 2022 and December 31, 2021:

	As of
	March 31, 2022							December 31, 2021
	Primary<br> <br>Organic<br> <br>Therapy,<br> <br>Inc.		Remedy<br> <br>Compassion<br> <br>Center, Inc.			Other<br> <br>VIEs		Primary<br> <br>Organic<br> <br>Therapy,<br> <br>Inc.		Remedy<br> <br>Compassion<br> <br>Center, Inc.			Other<br> <br>VIEs
Included in Amended and Restated Condensed Interim Consolidated<br> Balance Sheets:
Current assets	$	32,519	$	15,507		$	3,334	$	24,768	$	12,900		$	2,991
Non-current assets		32,938		6,525			7,818		31,526		7,113			10,403
Current liabilities		51,307		22,363			7,168		45,710		18,876			6,631
Non-current liabilities		4,420		775			2,104		4,162		1,277			4,239
Equity attributable to Curaleaf Holdings, Inc.		9,730		(1,105	)		1,880		6,423		(140	)		2,523

The following table presents summarized financial information about the Company’s VIEs for the three months ended March 31, 2022 and 2021:

	Three months ended March 31,
	2022								2021
	Primary<br> <br>Organic<br> <br>Therapy,<br> <br>Inc.		Remedy<br> <br>Compassion<br> <br>Center, Inc.			Other<br> <br>VIEs			Primary<br> <br>Organic<br> <br>Therapy,<br> <br>Inc.		Remedy<br> <br>Compassion<br> <br>Center, Inc.		Other<br> <br>VIEs
Included in Amended and Restated Condensed Interim Consolidated<br> Statements of Operations:
Revenues	$	3,536	$	2,122		$	452		$	1,648	$	17,099	$	—
Net loss		1,097		(1,013	)		(367	)		52		7,999		—
Less: Net loss attributable to non-controlling interest		—		—			—			—		—		—
Net loss attributable to Curaleaf Holdings, Inc.		1,097		(1,013	)		(367	)		52		7,999		—

Other Non-material VIEs

As of March 31, 2022 and December 31, 2021, the VIE included in the Other VIEs is CLF MD Processing, LLC.

Note 23 — Revenue disaggregation

The following table presents the disaggregation of total revenue for the three months ended March 31, 2022 and 2021:

	Three months ended March 31,
	2022		2021
Revenues:
Retail revenue	$	226,109	$	187,677
Wholesale revenue		83,008		72,206
Other		1,253		437
Total revenue	$	310,370	$	260,320

Note 24 — Restatement

Select Acquisition

During the period ended December 31, 2021, management discovered an error related to purchase accounting that was identified subsequent to the measurement period for the Select acquisition. The Company purchased Select for its brand recognition in order to position the Company for its next phase of growth in the wholesale and recreational cannabis markets. Management determined that the Company’s initial identification and measurement of licenses and service agreements as the primary intangible assets acquired was not reflective of the purpose of the acquisition, and therefore updated purchase accounting to reflect the Select tradename as the primary asset acquired. The restatement resulted in an overall decrease in the value of intangible assets identified, which in turn also resulted in a decrease in the related deferred tax liability and amortization expense. The reduction in the consideration transferred allocated to intangible assets and deferred tax liability resulted in a net increase to goodwill, while the decrease in amortization expense increased pre-tax book income which resulted in an increase in tax expense (see adjustments below). As the discovery was made outside of the acquisition measurement period, in accordance with ASC 805, the Company considered this change as an error related to the allocation of purchase consideration, and retrospectively updated purchase accounting to identify, distinguish, and revalue the separately identifiable intangible assets acquired in accordance with ASC 805.

Adjustments have been retrospectively made to the comparative period for the three months ended March 31, 2021. The financial statements for the periods as of and ended between March 31, 2020 and September 30, 2021 were not adjusted and refiled at the time of discovery of the error, rather the comparative period as of and for the year ended December 31, 2020 was corrected with the filing of the Annual Financial Statements for the period ending December 31, 2021 filed on March 7, 2022 and available under the Company’s profile at www.sedar.com. The comparative period as of and for the three months ending March 31, 2021 has been corrected herein, and the period as of and for the three months ending March 31, 2021 was corrected with the Amended and Restated Interim Financial Statements for the period such ended filed on May 7, 2022 and available under the Company’s profile at www.sedar.com. The period as of and ending September 30, 2021 will be corrected with the filing of the applicable 2022 Amended and Restated Interim Financial Statements.

The effects of the immaterial restatement on the Amended and Restated Interim Financial Statements for the three months ended March 31, 2021 are summarized below:

Amended and Restated Condensed Interim Consolidated Statements ofOperations – 2021 Restatement

	Three months ended March 31,
	2021			Adjustments			2021
Revenues:
Retail and wholesale revenues	$	259,883		$	—		$	259,883
Management fee income		437			—			437
Total revenues		260,320			—			260,320
Cost of goods sold		132,866			—			132,866
Gross profit		127,454			—			127,454
Operating expenses:
Selling, general and administrative		83,759			—			83,759
Share-based compensation		5,748			—			5,748
Depreciation and amortization		19,693			(2,393	)		17,300
Total operating expenses		109,200			(2,393	)		106,807
Income from operations		18,254			2,393			20,647
Other income (expense):
Interest income		88			—			88
Interest expense		(11,903	)		—			(11,903	)
Interest expense related to lease liabilities		(6,232	)		—			(6,232	)
Loss on impairment		—			—			—
Other income (expense), net		(299	)		—			(299	)
Total other expense, net		(18,346	)		—			(18,346	)
(Loss) income before provision for income taxes		(92	)		2,393			2,301
Income tax expense		(28,862	)		—			(28,862	)
Net loss		(28,954	)		2,393			(26,561	)
Less: Net loss attributable to non-controlling interest		—			—			—
Net loss attributable to Curaleaf Holdings, Inc.	$	(28,954	)	$	2,393		$	(26,561	)
Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted	$	(0.04	)	$	—		$	(0.04	)
Weighted average common shares outstanding – basic and diluted		682,041,420			—			682,041,420

Amendedand Restated Condensed Interim Consolidated Statements of Cash Flows – 2021 Restatement

	Three months ended March 31,
	2021			Adjustments			2021
Cash flows from operating activities:
Net Loss	$	(28,954	)	$	2,393		$	(26,561	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		27,403			(2,393	)		25,010
Share-based compensation		5,748			—			5,748
Non-cash interest expense		846			—			846
Amortization of operating lease right-of-use assets		2,868			—			2,868
Loss on sale or retirement of asset		729			—			729
Deferred taxes		(7,471	)		—			(7,471	)
Changes in assets and liabilities:
Receivables		(3,881	)		—			(3,881	)
Inventories		(28,277	)		—			(28,277	)
Prepaid expenses and other current assets		(15,862	)		—			(15,862	)
Other assets		5,990			—			5,990
Accounts payable		1,895			—			1,895
Income taxes payable		33,077			—			33,077
Operating lease liabilities		(2,666	)		—			(2,666	)
Accrued expenses		(1,060	)		—			(1,060	)
Net cash provided by (used in) operating activities		(9,615	)		—			(9,615	)
Cash flows from investing activities:					—
Purchase of property, plant and equipment, net		(31,425	)		—			(31,425	)
Amounts advanced for notes receivable		(4	)		—			(4	)
Net cash used in investing activities		(31,429	)		—			(31,429	)
Cash flows from financing activities:
Proceeds from financing agreement		49,930			—			49,930
Minority interest investment in Curaleaf International		—			—			—
Debt issuance costs		(681	)		—			(681	)
Proceeds from financing transactions		2,419			—			2,419
Lease liability payments		(974	)		—			(974	)
Principal payments on notes payable and financing liabilities		(3,625	)		—			(3,625	)
Remittances of statutory withholdings on share-based payment awards		(7,172	)		—			(7,172	)
Exercise of stock options		1,627			—			1,627
Issuance of common shares, net of issuance costs		240,569			—			240,569
Net cash (used in) provided by financing activities		282,093			—			282,093
Net (decrease) increase in cash		241,049			—			241,049
Cash beginning balance		73,542			—			73,542
Cash and cash equivalents	$	314,591		$	—		$	314,591

Number of Share Options & RSUs

During the period ended December 31, 2021, management determined that prior period financial statements needed to be restated to correct an error related to disclosures around the number of share options and RSUs forfeited, expired, and outstanding as of June 30, 2021.

Adjustments have been retrospectively made to the comparative period as of and for the three months ended March 31, 2021, to reflect mandatory disclosures associated with the reconciliation of share options and RSUs. Refer to Note 14 — Share-based payment arrangements of these Amended and Restated Interim Financial Statements for disclosures that reflect these adjustments. The correction of this error did not result in any changes to the Company’s Amended and Restated Condensed Interim Consolidated Balance Sheets, Amended and Restated Condensed Interim Consolidated Statements of Operations, or Amended and Restated Condensed Interim Consolidated Statements of Cash Flows.

Note 25 — Subsequent events

On April 10, 2023, the Company completed the acquisition of Deseret Wellness, the largest cannabis retail operator in Utah, in a cash and stock transaction valued at approximately $20 million. The issuance of the SVS to be issued in consideration for the acquisition will only occur, and will only be priced, ten trading days following the release of the Company’s annual financial statements for the year ended December 31, 2022, subject to compliance with securities laws.

On April 13, 2023, the Board of the New Jersey Cannabis Regulatory Commission (the “CRC Board”), at its regularly scheduled meeting, failed to renew the Company’s cannabis adult use licenses for cultivation and processing as well as two of its three dispensaries in the State (the CRC Board’s failure to renew did not affect the Company’s medical cannabis licenses), despite the conclusion by the CRC director and staff that Curaleaf had met the conditions for license renewal and their recommendation for renewal. The Company appealed this decision on April 14, 2023 and, on April 17, 2023, after a required 48-hour waiting period, filed with the NJ Court for an injunction to maintain its licenses. The same day, prior to the review of the application for an injunction by the court, the CRC Board held an emergency meeting that resulted in the renewal of the Company’s licenses, subject to certain conditions. If the CRC Board determines that Curaleaf has failed to satisfy these conditions, the CRC Board may, subject to normal due process, issue any penalties allowable under applicable regulations, which may include fines or the revocation of the renewed licenses. For additional information, please refer to the material change report dated April 22, 2023, a copy of which is available on SEDAR (www.sedar.com) under the Company’s profile.

On January 26, 2023, the Company announced its planned closure of a majority of its operations in California, Colorado and Oregon, as well as the consolidation of its cultivation and processing operations in Massachusetts to a single facility in Webster, resulting in the closure of its Amesbury facility. These planned closures represent a strategic shift in the Company’s operations that is anticipated to have a major effect on the Company’s operations and financial results. The financial effect of these closures is not readily known at the time of this filing. The planned closures of these operations did not meet the ASC 205 held for sale criteria as of the balance sheet date, accordingly these entities were not classified as held for sale or discontinued operations as of December 31, 2022.

See Note 4 — Acquisitions for information regarding the Tryke acquisition and the acquisition of Deseret Wellness LLC, Note 6 — Assets and liabilities held forsale for information regarding the exercise of the option for the Illinois Exit Payment by the former owners of Grassroots, and information related to the settlement of the Eagle Valley Holdings, LLC lawsuit at Note 19 — Commitments and contingencies.

Exhibit 99.2

CURALEAF HOLDINGS, INC.

Amended and Restated Management’sDiscussion and Analysis of Financial Condition and Results of Operations

As of and for the Three Months Ended

March 31,2022 and 2021

(Expressed in Thousands United States DollarsUnless Otherwise Stated)

Notice to Reader

Curaleaf Holdings, Inc. (the “Company”, “Curaleaf” or the “Group”) now prepares its financial statements filed with the Canadian Securities Administrators and with the Securities and Exchange Commission in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). As required pursuant to section 4.3(4) of National Instrument 51-102 - Continuous Disclosure Obligations, the Company must restate its amended and restated condensed consolidated interim financial statements for the three months ended March 31, 2022 and 2021 in accordance with U.S. GAAP (the “Amended and Restated Interim Financial Statements”), such Amended and Restated Interim Financial Statements having previously been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board. The amended and restated management’s discussion and analysis (the “MD&A”) for the three months ended March 31, 2022 is current as of March 31, 2022 and provides financial information for the three months ended March 31, 2022, as amended and restated on May 1, 2023, except that:

(i)	Changes were made throughout the MD&A to reflect the fact that the Amended and Restated Interim Financial<br>Statements are now prepared in accordance with U.S. GAAP.
(ii)	In the “Critical Accounting Estimates - COVID-19 estimation uncertainty” section, language<br>was updated to reflect impact of COVID since March 31, 2022.
---	---

Other than as expressly set forth above, the revised MD&A does not, and does not purport to, update or restate the information in the original MD&A or reflect any events that occurred after the date of the filing of the original MD&A.

The Company’s Amended and Restated Interim Financial Statements are available under the Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Readers are cautioned that this MD&A should be read in conjunction with the Amended and Restated Interim Financial Statements, including the related notes thereto.

AMENDED AND RESTATED MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND2021

(Amounts in thousands, except share and pershare amounts)

This amended and restated management discussionand analysis (“MD&A”) of the financial condition and results of operations of Curaleaf Holdings, Inc. (the “Company”or “Curaleaf”) is for the three months ended March 31, 2022 and 2021 prepared as of May 10, 2022, as amended andrestated on May 1, 2023 solely to reflect the filing of the amended and restated unaudited condensed interim consolidated financial statementsfor the three months ended March 31, 2022 and 2021 (the “Amended and Restated Interim Financial Statements”) preparedin accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim reporting. Other than as expresslyset forth above, the amended and restated MD&A does not purport to, update or restate the information in the original MD&A orreflect any events that occurred after the date of the filing of the original MD&A. It is supplemental to, and should be read inconjunction with, the Company’s Amended and Restated Interim Financial Statements and the accompanying notes for the three monthsended March 31, 2022 and 2021, which have been prepared in accordance with U.S. GAAP for interim reporting. For the purposes ofthis MD&A, the terms “Company” and “Curaleaf” mean Curaleaf Holdings, Inc. and, unless the context otherwiserequires, includes its subsidiaries. Additional information regarding Curaleaf, including its current annual information form, is availableon the Company’s website at www.curaleaf.com or through the SEDAR website at www.sedar.com or through the EDGAR website at www.sec.gov/edgar.shtml.The Company adopted the accounting principles generally accepted in the United States of America as issued by the Financial AccountingStandards Board (“FASB”) as the basis of preparation for the 2022 and comparative 2021 Amended and Restated Interim FinancialStatements. Previously, the Company’s financial statements were prepared in accordance with International Financial Reporting Standardsas issued by the International Accounting Standards Board (“IASB”), for the period up to and including the three months endedMarch 31, 2022. Financial information presented in this MD&A is presented in United States (“U.S.”) dollars (“$”or “US$”), unless otherwise indicated.

This MD&A has been prepared by referenceto the MD&A disclosure requirements established under National Instrument 51-102 – Continuous Disclosure Obligations ofthe Canadian Securities Administrators and Staff Notice 51-352 (Revised) – Issuers with US Marijuana Related Activities (“StaffNotice 51-352”).

This MD&A contains “forward-lookinginformation” and “forward-looking statements” within the meaning of Canadian securities laws and U.S. securities laws(together, “forward-looking statements”). Forward-looking statements are neither historical facts nor assurances of futureperformance. Instead, they are based on management’s current beliefs, expectations or assumptions regarding the future of the business,future plans and strategies, operational results and other future conditions of the Company. In addition, the Company may make or approvecertain statements in future filings with Canadian securities regulatory authorities, in press releases, or in oral or written presentationsby representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements. All statements,other than statements of historical fact, made by the Company that address activities, events or developments that the Company expectsor anticipates will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by,followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words and includes, among others, information regarding:expectations for the effects and potential benefits of any transactions; expectations for the effects of the novel coronavirus (“COVID-19”)on the business’ operations and financial condition; statements relating to the business and future activities of, and developmentsrelated to, the Company after the date of this MD&A, including such things as future business strategy, competitive strengths, goals,expansion and growth of the Company’s business, operations and plans; expectations that planned acquisitions will be completed;expectations that licenses applied for will be obtained; potential future legalization of adult-use and/or medical cannabis under U.S.federal law; expectations of market size and growth in the U.S. and the states in which the Company operates; expectations for other economic,business, regulatory and/or competitive factors related to the Company or the cannabis industry generally; the ability for U.S. holdersof securities of the Company to sell them on the Canadian Securities Exchange (“CSE”); and other events or conditions thatmay occur in the future. Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives,performance or business developments. These statements speak only as of and at the date they are made and are based on information currentlyavailable and on the then current expectations. Holders of securities of the Company are cautioned that forward-looking statements arenot based on historical facts but instead are based on reasonable assumptions and estimates of management of the Company at the time theywere provided or made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performanceor achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressedor implied by such forward-looking statements, including, but not limited to, risks and uncertainties related to: business structure risks;the Company’s status as a holding company; the absence of a dividend record; the concentrated voting control of the Company; risksrelating to sales of substantial amounts of SVS (as defined herein); market volatility; liquidity risks; legal and regulatory risks inherentin the cannabis industry; financing risks related to additional financing and restricted access to banking; general regulatory and legalrisks including risk of civil asset forfeiture; risks relating to anti-money laundering laws and regulations; risks relating to the lackof access to U.S. bankruptcy protections; the risk of heightened scrutiny by regulatory authorities; risk of legal, regulatory or politicalchange; general regulatory and licensing risks; risks relating to limitations on ownership of licenses; risks relating to regulatory actionsand approvals from the U.S. Food and Drug Administration (the “FDA”) and risks of litigation; increased costs as a resultof being a public company; newly established legal regimes; the risks relating to enforcement of judgements outside Canada; environmentalrisks including environmental regulation and unknown environmental risks; general business risks including risks related to the COVID-19pandemic; the Company’s possible failure to complete acquisitions; risks related to the senior secured debt facility; of the Company;risks related to service providers; risks relating to the enforceability of contracts; risks relating to the resale of the Company’ssubordinate voting shares (“SVS”) on the CSE; the Company’s reliance on the expertise and judgment of senior managementof the Company, and its ability to retain such senior management; risks relating to the concentrated voting control of the Company’sExecutive Chairman, Boris Jordan; risks inherent in an agricultural business; risks relating to unfavorable publicity or consumer perception;product liability risks; risks relating to product recalls; risks relating to the results of future clinical research; risks relatingto the difficulty of attracting and retaining personnel; risks relating to the Company’s dependence on suppliers; risks relatingto the Company’s reliance on inputs; risks relating to the limited market data and difficulty to forecast results; intellectualproperty risks; risks relating to constraints on marketing products; risks relating to fraudulent or illegal activity by employees, contractorsand consultants; risks relating to information technology systems and cyber-attacks; risks relating to security breaches; risks relatingto the Company’s reliance on management services agreements with subsidiaries and affiliates; risks relating to website accessibility;high bonding and insurance coverage risk; risks of leverage; risks relating to expansion into foreign jurisdictions; risks relating tofuture acquisitions or dispositions; risks relating to the Company’s management of growth; the fact that past performance is notindicative of future results and that financial projections may prove materially inaccurate or incorrect; risks relating to conflictsof interest; risks relating to global economic conditions; tax risks; as well as those risk factors discussed under “Risk Factors”in this MD&A. The discussion of risk factors in this MD&A has been updated to include discussion of risks related to the currentpandemic caused by COVID-19, including with respect to the sudden emergence of the Omicron variant in November 2021. The nature andscope of the pandemic and its impacts are rapidly developing and it is difficult for management to identify at the current time all risks,or quantify those identified, or to assess their impact on particular financial measures and operating results. Nevertheless, the discussionunder “Risk Factors” identifies potential areas of negative impact that may be caused by the COVID-19 pandemic.

The purpose of forward-looking statements isto provide the reader with a description of management’s expectations, and such forward-looking statements may not be appropriatefor any other purpose. In particular, but without limiting the foregoing, disclosure in this MD&A as well as statements regardingthe Company’s objectives, plans and goals, including future operating results and economic performance may make reference to orinvolve forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements arereasonable, it can give no assurance that such expectations will prove to have been correct. Certain of the forward-looking statementsand other information contained herein concerning the cannabis industry, its medical, adult-use and hemp-based cannabidiol (“CBD”)markets, and the general expectations of the Company concerning the industry and the Company’s business and operations are basedon estimates prepared by the Company using data from publicly available governmental sources as well as from market research and industryanalysis and on assumptions based on data and knowledge of this industry, which the Company believes to be reasonable. However, althoughgenerally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise. Whilethe Company is not aware of any misstatement regarding any industry or government data presented herein, the cannabis industry involvesrisks and uncertainties that are subject to change based on various factors.

A number of factors could cause actual events,performance or results to differ materially from what is projected in the forward-looking statements. You should not place undue relianceon forward-looking statements contained in this MD&A. Such forward-looking statements are made as of the date of this MD&A. Weundertake 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 applicable law. The Company’s forward-looking statements are expressly qualified in their entirety by thiscautionary statement.

OVERVIEW OF THE COMPANY

Curaleaf is a leading producer and distributor 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, Select, and Grassroots, provide industry-leading services, product selection, and accessibility across the medical and adult-use markets in the U.S. Headquartered in Wakefield, Massachusetts. The Company has operations in 22 states and as of March 31, 2022, operated 128 dispensaries, 26 cultivation sites, and 31 processing sites in the U.S. with a focus on highly populated, limited license states, including Arizona, Connecticut, Florida, Illinois, Maryland, Massachusetts, Nevada, New York, New Jersey, North Dakota, and Pennsylvania. In Europe, the Company has a fully integrated medical cannabis business with licensed cultivation in Portugal, two pharma grade cannabis processing and manufacturing facilities in Spain and the United Kingdom (“U.K.”) and licensed medical cannabis distribution in the U.K., Germany, and Switzerland. In the U.K. the Company also holds three medical cannabis pharmacy licenses, enabling the supply of medical cannabis direct to the patient. Additionally, the Company supplies medical cannabis on a wholesale basis across the region, principally into Israel and Italy.

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.

The Company was an early entrant into the U.S. state-legal cannabis industry, which remains one of the fastest growing industries in the U.S. Currently, the Company is a diversified holding company dedicated to delivering market-leading products and services while building trusted national brands within the legal cannabis industry. Through its team of physicians, pharmacists, medical experts, and industry innovators, the Company has developed a portfolio of branded cannabis-based therapeutic offerings in multiple formats and a strategic network of branded retail dispensaries.

The Company is operated by an executive team that has significant experience in the cannabis industry and a robust operational and acquisition track-record as to all facets of the Company’s operations, which has executed its business plan to rapidly scale its business.

In order to achieve its strategy, the Company has completed several acquisitions since its formation. The Company expects to continue to actively pursue other acquisitions, dispositions, and investment opportunities in the future. The Company was incorporated under the laws of British Columbia, Canada on November 13, 2014 and changed its name to “Curaleaf Holdings, Inc.” as part of its business combination with Curaleaf, Inc. completed on October 25, 2018 (the “Business Combination”). Following the Business Combination, the Company’s subordinate voting shares (“SVS”) were listed on the Canadian Securities Exchange (“CSE”) under the symbol “CURA” and quoted on the OTCQX ® Best Market under the symbol “CURLF”. Additional information relating to the Business Combination can be found in the Company’s annual information form for the year ended December 31, 2021 available on the Company’s SEDAR profile at www.sedar.com and on its EDGAR profile at www.sec.gov/edgar/shtml.

On November 2, 2020, the Company filed a final short form base shelf prospectus in Canada (the “Base Shelf Prospectus”) and a shelf registration statement on Form F-10, as amended (File No 333-249081) (the “Registration Statement”), with the U.S. Securities and Exchange Commission (“SEC”) under the U.S./Canada Multijurisdictional Disclosure System (“MJDS”). The Base Shelf Prospectus and Registration Statement allow the Company to offer up to $1 billion worth of SVS, debt securities, subscription receipts, warrants, units, or any combination thereof, from time to time during the 25-month period that the Registration Statement is effective (subject to MJDS eligibility). The specific terms of any future offering of securities, including the use of proceeds from any offering, will be established in a supplement to the Base Shelf Prospectus and/or Registration Statement, which will be filed with the applicable Canadian securities regulatory authorities and/or the SEC.

On April 7, 2021, the Company established an overseas subsidiary named Curaleaf International Holdings, Limited (“Curaleaf International”) together with a strategic investor who provided initial capital for a 31.5% equity stake in Curaleaf International (the “Curaleaf International Transaction”). Subsequently, Curaleaf International acquired EMMAC Life Sciences Limited (“EMMAC”), the largest vertically integrated independent cannabis company in Europe.

The consolidated financial statements of the Company include the financial statements of the Company and its direct subsidiaries, indirect subsidiaries that are not wholly owned by the Company, and other entities consolidated other than on the basis of ownership:

Business name	Operations Location	March 31, 2022 Ownership %	December 31, 2021 Ownership %
CLF AZ, Inc.	AZ	100%	100%
CLF NY, Inc.	NY	100%	100%
Curaleaf CA, Inc.	CA	100%	100%
Curaleaf KY, Inc.	KY	100%	100%
Curaleaf Massachusetts, Inc.	MA	100%	100%
Curaleaf MD, LLC	MD	100%	100%
Curaleaf OGT, Inc.	OH	100%	100%
Curaleaf PA, LLC	PA	100%	100%
Curaleaf, Inc.	MA	100%	100%
Focused Investment Partners, LLC	MA	100%	100%
CLF Maine, Inc.	ME	100%	100%
PalliaTech CT, Inc.	CT	100%	100%
CLF Oregon, LLC (formerly PalliaTech OR, LLC)	OR	100%	100%
PalliaTech Florida, Inc.	FL	100%	100%
PT Nevada, Inc.	NV	100%	100%
CLF Sapphire Holdings, Inc.	OR	100%	100%
Curaleaf NJ II, Inc.	NJ	100%	100%
Focused Employer, Inc.	MA	100%	100%
GR Companies, Inc.	IL	100%	100%
CLF MD Employer, LLC	MD	100%	100%
Curaleaf Columbia, LLC (formerly HMS Sales, LLC)	MD	100%	100%
MI Health, LLC	MD	100%	100%
Curaleaf Compassionate Care VA, LLC	VA	100%	100%
Curaleaf UT, LLC	UT	100%	100%
Curaleaf Processing, Inc	MA	100%	100%
Virginia's Kitchen, LLC	CO	100%	100%
Cura CO LLC	CO	100%	100%
Curaleaf Stamford, Inc.	CT	100%	100%
Curaleaf International Holdings Limited	Guernsey	68.5%	68.5%
CLF MD Processing, LLC	MD	—	—
Windy City Holding Company, LLC	IL	—	—
Grassroots OpCo AR, LLC	IL	—	—
Remedy Compassion Center, Inc	ME	—	—
Primary Organic Therapy, Inc (d/b/a Maine Organic Therapy)	ME	—	—

Company Performance and Objectives

The Company is currently active in numerous cannabis programs across the U.S. In the U.S., 44 states have legalized some form of legalized cannabis use, including low dose THC/CBD medical programs, for patients with certain qualifying conditions. In most of these medical states, a regulatory framework is in place whereby patients can receive a recommendation from a certified physician to purchase medical cannabis in approved dispensaries. In the U.S., 19 states have legalized cannabis for adult-use (“adult-use”). In many of these adult-use states, customers can purchase cannabis from approved dispensaries by providing identification proving the customer is 21 years of age or older. In Europe, only medical cannabis sales are allowed, and product can be sold between jurisdictions.

While the Company seeks to build strong brands and brand recognition, under the current regulatory regime, a key aspect to successful distribution and strong margins is achieving “vertical integration” in each cannabis program in which it operates. Vertical integration means controlling the entire supply chain: from cultivating cannabis, to processing the cannabis into oils and other formulated products, and, ultimately, selling the end-product to customers and/or patients.

The Company plans to continue growth of its operations via expansion in three dimensions: (1) acquiring licenses in limited-license markets, (2) increasing presence in current markets, and (3) increasing exposure in mass markets. While the Company’s goal is to have its own licensed operations in each of its markets, it may enter a market through production and/or marketing arrangements where such arrangements provide opportunity for accelerated roll-out.

Limited-LicenseMarkets. The majority of the markets in which the Company currently operates have formal regulations limiting the number of cannabis licenses that will be awarded, thus forming high barriers to entry, limited market participants, and protected market share in these limited-license states. Curaleaf intends to apply for new licenses or acquire businesses within limited-license markets in which the Company does not currently operate.

IncreasingPresence in Current Markets. The Company plans to grow within its current markets by pursuing opportunities for vertical integration, acquiring additional dispensary licenses, and/or entering into production and marketing relationships to further build its brand and expand its distributional footprint. The Company intends to apply for new licenses as available and determined by each state.

IncreasingExposure in Mass Markets. The Company has established itself as a market leader in the U.S. and has become a dominant player due to its competitive pricing, experienced management, strong capitalization, and strong brand goodwill. In mass markets exhibiting a free market dynamic typical of other industries, such as California and Oregon, the Company intends to leverage its extensive experience to grow cannabis and/or process more efficiently and reliably, while taking advantage of wholesale and retail opportunities and establishing a strong brand.

The Company expects acquisition related costs, marketing and selling expenses, and capital expenditures to increase as it expands its presence in current markets and expands into new markets. The Company also expects to achieve operating efficiencies through synergies from acquisitions as well as via economies of scale that will arise through the continued expansion.

Operating Segments

The Company currently operates in one segment; the cultivation, production, distribution, and sale of cannabis via retail and wholesale channels. As of and during the year ended December 31, 2021, the Company operated in two segments; Cannabis and Non-Cannabis. During the current period, the Company reevaluated the Company’s operating structure and determined that the Non-Cannabis segment is no longer a relevant or material portion of the Company’s business.

Principal Products and Services

The Company, through its subsidiaries and affiliates, operates in highly regulated markets that require expertise in cultivation, manufacturing, retail operations, and logistics. The Company leverages its internal research and development capabilities to assist its state-licensed entities to manufacture cannabis products in multiple formats with high standards for safety, effectiveness, consistent quality, and customer care. Currently, the Company’s U.S. subsidiary entities cultivate, process, market, and/or dispense a wide-range of permitted cannabis products across its operating markets, including: flower, pre-rolls and flower pods, dry-herb vaporizer cartridges, concentrates for vaporizing such as pre-filled vaporizer cartridges and disposable vaporizer pens, concentrates for dabbing such as distillate droppers, mints, topical balms and lotions, tinctures, lozenges, capsules, and edibles.

In most of the Company’s U.S. and Europe markets, its licensed entities are vertically-integrated, meaning the entire supply chain is managed from seed to sale, cultivating cannabis flower, processing the flower into manufactured products, and selling the product to registered patients and/or legal adult-use consumers. In most U.S. states in which its licensed entities operate, products are sold under the Curaleaf and Select brands, and in Curaleaf dispensaries. The Company is committed to be the industry’s leading resource in education and advancement through research and advocacy, and is focused on developing a trusted, national brand.

The Company believes that it has developed the in-house resources to ensure its U.S. state-licensed entities maintain best practices in cannabis cultivation, processing, and dispensing and are dedicated to staying at the forefront of technology in the industry. The Company continues to invest strategically in infrastructure to ensure its U.S. state-licensed entities maintain low overall production costs and adaptability in their product mix to ensure timely response to the rapidly developing cannabis market. The Company intends to use its footprint to share know-how and technology throughout its operation.

•	Cultivation: As of March 31, 2022 the Company’s U.S. cultivation facilities have grown<br>over 244 strains of cannabis, which have been tested and characterized for yield, cannabinoid content, and other properties. Additionally,<br>the Company’s state-licensed entities cultivate cannabis using a variety of methods, including greenhouse, outdoor, indoor, and<br>two-tier indoor cultivation.

•	Extraction and Purification: The Company’s U.S. extraction facilities use proprietary processes<br>for cannabis and terpene purification. The Company believes its manufacturers are industry leaders in achieving the desired composition<br>of cannabinoids and terpenes in finished products through processing and purification, thereby enabling timely response to trends in medical<br>product formulation.
•	Formulation and Quality Control: The Company’s U.S. processing facilities produce across<br>the range of solid, liquid, and inhaled products utilizing its vast in-house knowledge and experience. By combining expert cultivation,<br>manufacturing, and analytical laboratory operations, our processors have developed a complete in-house quality assurance and quality control<br>program. In-house quality assurance enables rapid product development cycles and production of higher quality consumer products.
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Extraction and Purification: The Company’s U.S. extraction facilities use proprietary processes for cannabis and terpene purification. The Company believes its manufacturers are industry leaders in achieving the desired composition of cannabinoids and terpenes in finished products through processing and purification, thereby enabling timely response to trends in medical product formulation.

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Formulation and Quality Control: The Company’s U.S. processing facilities produce across the range of solid, liquid, and inhaled products utilizing its vast in-house knowledge and experience. By combining expert cultivation, manufacturing, and analytical laboratory operations, our processors have developed a complete in-house quality assurance and quality control program. In-house quality assurance enables rapid product development cycles and production of higher quality consumer products.

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Research and Development

The Company’s research and development activities primarily focus on optimizing cultivation and manufacturing techniques, developing new manufactured products, and on the medical benefits of cannabis.

The Company collects data on the number of grams of cannabis flower produced per watt of light, per square foot, and per plant. This allows cultivators to gain insights on optimal cultivation methods by adjusting certain variables such as cannabis strain variety and plant spacing. The Company’s cultivators also institute pest management techniques in facilities and document successes and failures, sharing this knowledge across its cultivation operations.

The Company also researches new methods of cannabis extraction for the development of new manufactured products. In Q1 2022, the Company introduced the new Select Live Rosin product line, which was developed using a new proprietary water-based extraction process that eliminates the waste and inefficiencies associated with live rosin manufacturing; see further detail in the Key Quarterly Developments section below.The Company’s research and development activities operate on an on-going basis as the Company continually seeks to improve current methods for our licensed businesses.

Internationally, the Company continues to develop its clinical research program and in 2021 set up the first bench to bedside medicinal cannabis research and drug development pipeline with basic science and clinical research collaborations across leading universities including Imperial College and Institute for Cancer Research. This program includes in vitro experiments to identify specific ratios of cannabinoids that are best used for treatment of pain, the results of which were published in the Journal of Pain Research.

In addition, the Company has further developed the pioneering U.K. Medical Cannabis Registry, through which it performed analyses of the Company’s own branded and manufactured extracted cannabis medicines for treatment of pain in U.K. patients. These showed positive findings and results were presented at the International European General Practice Research Network in Halle, Germany and published in the Journal of Clinical Pharmacology.

Production and Sales

As of March 31, 2022, the Company had 26 cultivation facilities in the U.S. totaling approximately 3.8 million square feet, as well as 31 U.S. processing facilities. Each new manufacturing site is built to ISO 8 clean room specifications and employs advanced nutritional and pharmaceutical formulations technology for optimal delivery methods. Each production facility (cultivation and processing) primarily focuses on the commercialization of cannabis products, with a strict focus on quality control and patient care. Illustrating this commitment, our Florida operations were the first in the cannabis industry to receive the Safe Quality Food certification under the Global Food Safety Initiative.

The Company’s primary method of sales in the U.S. currently occur through its licensed dispensaries across the U.S. Also, the Company’s dispensaries offer home delivery services across several U.S. states, in compliance in all material respects with all regulations applicable in those U.S. states. In Nevada, Utah, and Florida, the Company offers drive-thru service at select dispensaries. In multiple states, our dispensaries offer customers the option to order online to pick-up in store. In Europe, the method of sales occurs through medical cannabis distribution in the U.K., Germany, and Switzerland, a medical cannabis pharmacy (direct to patient) in the U.K., supplying medical cannabis wholesale to several jurisdictions, including Israel and Germany as well as selling CBD wholesale throughout Europe.

Curaleaf aims to expand dispensaries e-commerce operations and delivery operations, where permitted, to offer convenient access for its customers and meet the demands of an evolving retail landscape.

Intellectual Property

The Company has developed multiple proprietary product formats, technologies and processes to ensure the high quality of licensees’ premium cannabis products. These proprietary technologies and processes include its cultivation and extraction techniques, product formulations, and cannabis delivery and monitoring systems. While actively determining and pursuing the patentability of these processes and materials, Curaleaf ensures confidentiality through the use of non-disclosure and confidentiality agreements.

The Company has spent considerable time and resources to establish a premium and recognizable brand amongst consumers and retailers in the cannabis industry. The Company has one federally registered patent with the United States Patent and Trademark Office (“USPTO”). Additionally, as of March 31, 2022, the Company had several registered trademarks and multiple trademarks that have been filed and are pending approval with the USPTO, and the Company is actively pursuing the filing of additional trademarks. The Company also has a significant number of trademarks filed in various international jurisdictions.

In addition to its patent and pending trademarks, Curaleaf owned, as of March 31, 2022, numerous website domains, including www.curaleaf.com, as well as numerous social media accounts across all major platforms.

Curaleaf maintains an in-house legal team, as well as engages outside legal counsel, to actively monitor and identify potential infringements on its intellectual property.

Competitive Conditions

The U.S. cannabis industry is highly competitive. The Company competes on quality, price, brand recognition, and distribution strength. The Company’s cannabis products compete with other products for consumer purchases, as well as shelf space in retail dispensaries and wholesaler attention. The Company competes with numerous cannabis producing companies with various business models, from small family-owned operations to multi-billion-dollar market capitalized multi-state operators. In certain markets, such as California, there are also a number of illegally operating dispensaries, which serve as competition as well. The Company maintains an operational footprint primarily in U.S. states with high barriers to entry and limited market participants due to the limited availability of state licenses or local permitting as well as stringent operating and capital requirements. The majority of the markets in which the Company’s licensees operate have formal regulations limiting the number of cannabis licenses that will be awarded, helping to ensure the Company's market share is protected in these limited-market states under the current regulatory framework. The Company also faces competition from a number of companies operating in the European medical cannabis sector and in each specific country where the Company operates and intends to operate.

As cannabis remains federally illegal in the U.S., businesses seeking to enter the industry face additional challenges when accessing capital. Presently, there exists no reliable source of U.S. bank lending or equity capital available to fund operations in the U.S. cannabis sector. Nevertheless, the Company is well-capitalized, and believes that the level of expertise and significant capital investment required to operate its large-scale, vertically-integrated cannabis operations make it difficult and inefficient for smaller cannabis operators to enter this sector of the market. As the cannabis industry continues to rapidly expand and its liberalization accelerates, it should be expected that the Company will face competition from other companies, some of which can be expected to have longer operating histories and more financial, production, and marketing resources and experience than the Company.

For additional details on the competition faced by the Company, refer to the “Risk Factors” section of the Company’s annual MD&A for the year ended December 31, 2021 (the “Annual MD&A”), available on the Company’s SEDAR profile at www.sedar.com and on its EDGAR profile at www.sec.gov/edgar/shtml, for additional information.

The U.S. States the Company Operates In,Their Legal Framework and How It Affects Our Business

The chart below depicts (i) the states in which the Company operates and includes the date of legalization of cannabis for medicinal and/or recreational use, and (ii) for each U.S. state the Company operates in, the number of dispensaries, processing facilities, and cultivation sites (along with cultivation square footage) the Company owns, as well as the categories of products that are permitted in each such state.

Except for Kentucky, all of the states in which the Company operates have adopted legislation to permit the use of cannabis products for medicinal purposes to treat specific conditions and diseases, which the Company refers to as medical cannabis. Recreational marijuana, or adult-use cannabis, is legal cannabis sold in licensed dispensaries to adults ages 21 and older. Kentucky’s hemp program was introduced in 2013 and currently only allows hemp-derived products wholesale, including cannabinoids such as CBD and cannabigerol (“CBG”). The Company has a 74,000 square foot processing/handling facility in Lexington.

State	Medicinal Legalization	Adult-use Legalization	Dispensaries	Processing Facilities	Cultivation Sites	Square Feet	Permitted Products
							Oil	Edibles	Flower	Delivery	Wholesale
AZ	2010	2020	13	3	3	166,276	X^(1)^	X	X	X^(4)^	X
AR	2016	—	1	—	—	—	—	—	X	—	—
CA	1996	2016	—	2	—	—	X^(2)^	X	X	X	X
CO	2000	2012	2	1	3	2,195,475	X	X	X	X^(5)^	X
CT	2012	2021	4	1	1	60,000	X^(1)^	X	X	—	X
FL	2014	—	45	2	3	460,772	X^(2)^	X	X	X	X^(3)^
IL	2013	2019	10	2	1	125,000	X	X	X	—	X
ME	1999	2019	5	2	1	86,800	X^(1)^	X	X	X	X
MD	2013	—	4	1	1	55,000	X^(2)^	X	X	X^(7)^	X
MA	2012	2016	4	2	2	157,000	X^(1)^	X	X	X	X
MI	2008	2018	4	1	—	—	X^(1)^	X	X	—	—
MO	2018	—	—	1	—	—	—	—	X	—	—
NV	2013	2016	3	2	2	60,072	X^(1)^	X	X	X	X
NJ	2010	2020	3	2	2	153,150	X^(1)^	X	X	X^(4, 7)^	X^(3)^
NY	2014	2021	4	1	1	72,000	X^(2)^	X	X	X^(7)^	X
ND	2016	—	4	1	1	33,000	X	—	X	X^(3)^	X
OH	2016	—	2	1	1 Level 1	30,000	X^(1)^	X	X	—	X
OK	2018	—	—	—	—	—	X^(1)^	X	X	—	—
OR	1998	2014	1	2	1	37,000	X^(1)^	X	X	X	X
PA	2016	—	16	2	2	125,000	X^(2)^	—	X	—	—
UT	2018	—	1	1	—	—	X	X^(6)^	X	X	X
VT	2004	—	2	1	1	13,000	X	X	X	X	X
					(1)	Extracted oils only
					(2)	Oil-based formulations only
					(3)	Permitted with approval
					(4)	Medical use only
					(5)	In select areas
					(6)	With limits
					(7)	Permitted, however Curaleaf dispensaries do not offer home delivery at this time

Arizona Operations

Arizona’s licensing body for medical and adult-use cannabis is the Arizona Department of Health Services (“AZDHS”). The market is divided into two classes of licenses: medical and adult use. Each license grants the licensee the ability to have one dispensary, one processing site, and one cultivation site. There is no requirement for vertical integration in Arizona and processing and cultivation sites can be used by third party companies. Arizona does not recognize third party companies and although they operate, the ultimate responsibility for compliance falls on the license holder themselves. As of March 31, 2022, there were 129 operating dispensaries in Arizona.

For medical card holders, acceptable diagnoses include agitation of Alzheimer’s disease, Amyotrophic Lateral Sclerosis (“ALS”), any chronic or debilitating medical condition or disease or the treatment for one that causes cachexia or wasting syndrome, cancer, chronic pain, such as from migraines or arthritis, Crohn’s disease, glaucoma, human immunodeficiency virus (“HIV”) or acquired immune deficiency syndrome (“AIDS”), hepatitis C, post-traumatic stress disorder “(PTSD”), severe nausea, severe or persistent muscle spasms, such as those associated with multiple sclerosis (“MS”), and seizures, including from epilepsy.

As indicated in the chart above, all categories of product are allowed to be sold as either adult use or medical except for edibles that cannot be more than 10mg per serving or 100mg per package. AZDHS determines product is either adult use or medical at the time of dispensing so an adult use cultivation can make products that can be sold as medical through a dispensary as long as it meets the same requirements for medical.

Recently proposed legislation that is currently under review in Arizona includes H2260: Medical Marijuana; Medical Conditions, which would expand the listing of qualified medical conditions to obtain a medical card; H2545: Marijuana: Social Equity Ownership Licenses, which would prohibit holders of a social equity ownership marijuana establishment license from transferring such license within the first 10 years of issuance; H2792: Landlords: Tenant’s Marijuana Use, which prohibits a landlord from terminating a tenant’s rental agreement because the tenant uses marijuana; H2828: Department of Marijuana Regulation, which establishes the Arizona Department of Marijuana Regulation (“ADMR”) for the purpose of administering the Arizona Medical Marijuana Act and status governing the responsible adult use of marijuana; and, S1715: Hemp-Derived Manufactured Cannabinoids; Prohibition, which excludes "hemp-derived manufactured psychotropic cannabinoids” from the definition of “marijuana” and “marijuana products” and adds such to the definition of “usable marijuana.”

The Company conducts its operations in Arizona in compliance, in material respects, with each regulation applicable to it in such state.

Arkansas Operations

Arkansas’ licensing bodies are the Arkansas Department of Health and the Arkansas Medical Marijuana Commission. There are an unlimited number of licenses available, and the market is divided into the following types of licenses: dispensary – solely, dispensary – cultivating, processor, and transporter. As of March 31, 2022, there were 36 operating dispensaries. There are prohibitions on edibles including: edibles in the form of candy, cookies, pastries, brownies, and chewing gum; edibles in the shape of animals, vehicles, or characters that are typically consumed or marketed to children; and edibles which are simply an addition of cannabinoid products to commercially available items. Patients are allowed to buy extracts and produce their own edibles at home and edibles are only to be sold in childproof packaging in containers that have nondescript colors and simple designs.

For medical card holders, acceptable diagnoses include cancer, glaucoma, positive status for HIV or AIDS, hepatitis C, ALS, Tourette’s syndrome, Crohn’s disease, ulcerative colitis, PTSD, severe arthritis, fibromyalgia, Alzheimer’s disease, cachexia or wasting syndrome, peripheral neuropathy, intractable pain which is pain that has not responded to ordinary medications, treatment, or surgical measures for more than six months, severe nausea, seizures including without limitation those characteristic of epilepsy, severe and persistent muscle spasms including without limitation those characteristic of multiple sclerosis, and any other medical condition or its treatment approved by the Department of Health.

As of March 31, 2022, the Company’s operations in Arkansas are designated as held-for-sale.

The Company conducts its operations in Arkansas in compliance, in material respects, with each regulation applicable to it in such state.

California Operations

California’s licensing body for medical and adult-use cannabis is the Department of Cannabis Control (“DCC”). There is no limit to the number licenses California may issue; however, some jurisdictions have a limit on the number of licenses they will issue. Each license grants one licensed premise and the main classes of licenses are: cultivation, retailer, distributor, manufacturer, microbusiness, event organizer, and testing laboratory. Additionally, a license may not be held by, or issued to, any person holding office in, or employed by, any agency of the State of California or any of its political subdivisions when the duties of such person are associated with enforcement of laws or regulations regarding cannabis or cannabis products. There are no requirements for vertical integration, however, California does define specific cultivation license types by canopy size.

Edibles labeled as “FOR MEDICAL USE ONLY” and only available for sale to a medicinal-use patient may contain up to 500mg THC per package (adult use limit is 100mg THC/package). Topicals labeled as “FOR MEDICAL USE ONLY” and only available for sale to a medicinal-use patient, may contain up to 2000mg THC per package (adult use limit is 1000mg THC/package).

Recently proposed legislation that is currently under review in California includes AB-45, which would allow industrial hemp to be incorporated into the cannabis supply chain. By no later than July 1, 2022, the DCC is required to prepare a report outlining the steps necessary to incorporate hemp into the cannabis supply chain, including allowing hemp as an ingredient in manufactured cannabis products and the sale of hemp only products at cannabis retailers. Until the report is finalized, and recommendations are implemented, California cannot incorporate hemp into the cannabis supply chain. The Company does not anticipate any changes to current hemp restrictions in the state in 2022.

The Company conducts its operations in California in compliance, in material respects, with each regulation applicable to it in such state.

Colorado Operations

Colorado’s licensing body is the Marijuana Enforcement Division (“MED”). The market is divided into medical and retail (adult-use) classes of which there are the following types of licenses: cultivation, stores, delivery, hospitality, operators, manufacturers, testing facilities, and transporters. Regulators in Colorado have not placed a limit on the number of licenses and as of March 31, 2022, there were 652 adult use stores licenses and 420 medical store licenses issued.

For both medical and retail operations, an owner of three to five cultivations must own at least one store, an owner of six to eight cultivations must own at least two stores, and an owner of nine to eleven cultivations must own at least three stores. Cultivations have plant count limits, divided by tiers. Medical stores have flower inventory limits based on the number of patients assigned or the number of sales in prior month (whichever is greater).

For medical card holders, acceptable diagnoses include any “condition for which a physician could prescribe an opioid.” Specific conditions may include, but are not limited to: autism spectrum disorder, cachexia, cancer, chronic pain, chronic nervous system disorders, glaucoma, HIV or AIDS, nausea, persistent muscle spasms, PTSD, and seizures.

Beginning January 1, 2022, medical patients under 21 were restricted to purchasing no more than two grams of concentrate per day and will need two physicians from different practices to approve their medical cards. Limits on the potency of purchased concentrate can also be established by the physician’s recommendation.

The Company conducts its operations in Colorado in compliance, in material respects, with each regulation applicable to it in such state.

Connecticut Operations

Connecticut’s licensing body is the Connecticut Department of Consumer Protection. The market is divided in the following types of licenses: retail, cultivation, production, and bakery. There is currently no limit on the number of licenses available and one license grants the applicant one site (retail, cultivation, production, or bakery). As of March 31, 2022, there were 17 operational dispensaries. A board-certified pharmacist must be on-site to dispense medical cannabis at a dispensary.

For medical card holders that are over 18, acceptable diagnoses include: cancer, glaucoma, positive status for HIV or AIDS, Parkinson's Disease, MS, damage to the nervous tissue of the spinal cord with objective neurological indication of intractable spasticity, epilepsy, cachexia, wasting syndrome, Crohn's Disease, PTSD, sickle cell disease, post laminectomy syndrome with chronic radiculopathy, severe psoriasis and psoriatic arthritis, ALS, ulcerative colitis, complex regional pain syndrome, (“CRPS”), Type 1 and Type II, cerebral palsy, cystic fibrosis, irreversible spinal cord injury with objective neurological indication of intractable spasticity, terminal illness requiring end-of-life care, uncontrolled intractable seizure disorder, spasticity or neuropathic pain associated with fibromyalgia, severe rheumatoid arthritis, post herpetic neuralgia, hydrocephalus with intractable headache, intractable headache syndromes, neuropathic facial pain, muscular dystrophy, osteogenesis imperfecta, chronic neuropathic pain associated with degenerative spinal disorders, and interstitial cystitis. For medical card holders under 18, acceptable diagnoses include: cerebral palsy, cystic fibrosis, irreversible spinal cord injury with objective neurological indication of intractable spasticity, severe epilepsy, terminal illness requiring end-of-life care, uncontrolled intractable seizure disorder, muscular dystrophy, osteogenesis imperfecta, intractable neuropathic pain that is unresponsive to standard medical treatments, Tourette’s Syndrome for patients who have failed standard medical treatment , and chronic pancreatitis for patients whose pain is recalcitrant to standard medical management.

Recent legislation included legalization of adult-use; however, clarification about the program is still in progress.

The Company conducts its operations in Connecticut in compliance, in material respects, with each regulation applicable to it in such state.

Florida Operations

Florida’s licensing body is the Office of Medical Marijuana Use – Department of Health (“OMMU”). The OMMU has authorized 22 Medical Marijuana Treatment Centers in the state that cover all vertically integrated sites (cultivation, processing, fulfillment/storage, and dispensing) and sites are approved under a function that falls under either cultivation, processing, fulfillment/storage, or dispensing. There is no limit on the number of dispensaries, fulfillment/storage warehouses, processing sites, or cultivation sites. However, there is a requirement to receive local zoning approval for each proposed dispensary.

For medical card holders, acceptable diagnoses include: cancer, epilepsy, glaucoma, HIV or AIDS, PTSD, ALS, Crohn’s disease, Parkinson’s disease, MS, medical conditions of the same kind or class as or comparable to those enumerated in the above, a terminal condition diagnosed by a physician other than the qualified physician issuing the physician certification, and chronic nonmalignant pain.

The Company conducts its operations in Florida in compliance, in material respects, with each regulation applicable to it in such state.

Illinois Operations

Illinois’ licensing body is the Illinois Department of Financial and Professional Regulation (retail) and Illinois Department of Agriculture (cultivation/processing). The main classes of licenses include retail, cultivation, craft growers, infusers, and transporters. For cultivation/processing, no more than three cultivation licenses are allowed per entity and for retail, no more than 10 locations per entity. As of March 31, 2022, there were 100 adult use operational dispensaries.

For medical card holders, acceptable diagnoses include: Alzheimer’s Disease, HIV or AIDS, ALS, Arnold-Chiari Malformation, cachexia/wasting syndrome, cancer, causalgia, chronic inflammatory demyelinating polyneuropathy, Crohn’s Disease, CRPS, dystonia, fibrous dysplasia, glaucoma, hepatitis C, hydrocephalus, hydromyelia, interstitial cystitis, intractable pain, lupus, MS, muscular dystrophy, myasthenia gravis, myoclonus, nail patella syndrome, neurofibromatosis, Parkinson’s Disease, PTSD, reflex sympathetic dystrophy, residual limb pain, rheumatoid arthritis, seizures disorders, severe fibromyalgia, Sjogren’s Syndrome, spinal cord disease, spinal cord injury, indication of intractable spasticity, spinocerebellar ataxia, syringomyelia, Tarlov cysts, Tourette Syndrome, traumatic brain injury, and patients with valid opioid prescriptions.

The Company conducts its operations in Illinois in compliance, in material respects, with each regulation applicable to it in such state.

Maine Operations

Maine’s licensing body is the Office of Cannabis Policy. There currently is no limit on the number medical or adult use licenses, however, municipalities must opt-in for adult use and medical dispensary owners must be Maine residents. Medical licenses can be vertical (one license per dispensary, one license per entity) and must have local approval and relevant licensing (tobacco, food license). Additionally, adult use licenses are also unlimited and are as follows: retail, cultivation, manufacturing (one license grants one dispensary, cultivation or manufacturing facility). As of March 31, 2022, there were 74 adult use dispensaries in operation.

For medical use, qualified practitioners may issue a certificate for any condition/reason where in their professional opinion a qualifying patient is likely to receive therapeutic or palliative benefit from the medical use of marijuana to treat or alleviate the patient’s medical diagnosis. Medical patients may possess up to eight pounds of harvested marijuana.

The Company conducts its operations in Maine in compliance, in material respects, with each regulation applicable to it in such state.

Maryland Operations

Maryland’s licensing body is the Maryland Medical Cannabis Commission. The market is divided into the following types of licenses: dispensary, grower/cultivator, processor, independent testing laboratory, and ancillary business. Each issued license is associated with one facility. As of March 31, 2022, there were 95 operational dispensaries. A person may not have interest in or control of, including the power to manage or operate, more than one grower license, one processor license, and four dispensary licenses. Chocolates and other edibles are permitted under the condition that they are shelf stable. Additionally, topicals are also permitted.

For medical use, acceptable diagnoses include cachexia, anorexia, wasting syndrome, severe or chronic pain, severe nausea, seizures, severe or persistent muscle spasms, glaucoma, PTSD, or another chronic medical condition which is severe and for which other treatments have been ineffective. A clinical director is required to be available electronically for all dispensaries.

The Company conducts its operations in Maryland in compliance, in material respects, with each regulation applicable to it in such state.

Massachusetts Operations

Massachusetts’ licensing body is the Cannabis Control Commission. The market is divided into the following types of licenses: retail, cultivation, production manufacturing, testing laboratory, transporter, research, and delivery. Each issued license is associated with one facility and as of March 31, 2022, there were 192 operational dispensaries. No person or entity having direct or indirect control shall be granted, or hold, more than three licenses in a particular class and is limited to 100,000 square feet of canopy which is distributed across no more than three cultivation licenses and three Medical Treatment Centers.

For medical use, acceptable diagnoses include cancer, glaucoma, positive status HIV, AIDS, hepatitis C, ALS, Crohn's disease, Parkinson's disease, and MS, when such diseases are debilitating, and other debilitating conditions as determined in writing by a Qualifying Patient's healthcare provider.

The Company conducts its operations in Massachusetts in compliance, in material respects, with each regulation applicable to it in such state.

Michigan Operations

Michigan’s licensing body is the Cannabis Regulatory Agency. The market is divided into the following types of licenses: Grower Class A, Grower Class B, Grower Class C, processor, provisioning center (retail), Safety Compliance Facility, and secure transporter.

For medical use, acceptable diagnoses include: cancer, glaucoma, HIV Positive, AIDS, hepatitis C, ALS, Crohn’s Disease, Agitation of Alzheimer’s Disease, nail patella, PTSD, Obsessive Compulsive Disorder, arthritis, rheumatoid arthritis, spinal cord injury, colitis, inflammatory bowel disease, ulcerative colitis, Parkinson’s Disease, Tourette’s Disease, autism, chronic pain, cerebral palsy, a chronic or debilitating disease or medical condition or its treatment that produces one or more of the following: cachexia or wasting syndrome; severe and chronic pain; severe nausea; seizures (including but not limited to those characteristic of epilepsy); or severe and persistent muscle spasms (including but not limited to those characteristic of MS).

The Company conducts its operations in Michigan in compliance, in material respects, with each regulation applicable to it in such state.

Missouri Operations

Missouri’s licensing body is the Missouri Department of Health and Senior Services. The market is divided into the following types of licenses: cultivation, infused products manufacturing facility, dispensary facility, transportation facility, and testing facility. As of March 31, 2022, there were 183 operational dispensaries. There are no vertical integration requirements in Missouri and one license allows one facility. Facilities may not be owned, in whole or in part, or have as an officer, director, board member, or manager, any individual with a disqualifying felony offense. Facilities must be majority owned (>50%) by natural persons who have been residents of Missouri for at least one year. No more than three cultivation, no more than three manufacturing, and no more than five dispensary licenses shall be issued to any entity under substantially common control, ownership, or management.

For medical card holders, acceptable diagnoses/qualifying medical conditions include: cancer; epilepsy; glaucoma; intractable migraines unresponsive to other treatment; a chronic medical condition that causes severe, persistent pain or persistent muscle spasms, including, but not limited to, those associated with MS, seizures, Parkinson’s disease, and Tourette’s syndrome; debilitating psychiatric disorders, including, but not limited to, PTSD, if diagnosed by a state licensed psychiatrist; HIV or AIDS; a chronic medical condition that is normally treated with a prescription medication that could lead to physical or psychological dependence, when a physician determines that medical use of cannabis could be effective in treating that condition and would serve as a safer alternative to the prescription medication; any terminal illness; or in the professional judgment of a physician, any other chronic, debilitating or other medical condition, including, but not limited to, hepatitis C, ALS, inflammatory bowel disease, Crohn’s disease, Huntington’s disease, autism, neuropathies, sickle cell anemia, agitation of Alzheimer’s disease, cachexia, and wasting syndrome.

The Company conducts its operations in Missouri in compliance, in material respects, with each regulation applicable to it in such state.

Nevada Operations

Nevada’s licensing body is the Cannabis Compliance Board (“CCB”). The market is divided into the following types of licenses: cultivation, production, distribution, dispensary/retail, and testing laboratory. There is no specific limit on licenses for Nevada and as of March 31, 2022, there were 91 operational retail dispensaries. Licenses are only granted during licensing rounds and licensing rounds are not regularly scheduled but held as needed, per jurisdiction.

Once granted, a license cannot be moved outside of that local jurisdiction. There are currently no active licensing rounds or planned rounds. Additionally, there is no set limit on size/structure; each facility is individually assessed and approved by the CCB and the applicable local jurisdiction.

Location limits per Nevada Revised Statutes (“NRS”) are as follows: The physical address where the proposed medical cannabis establishment will be located and the physical address of any co-owned additional or otherwise associated medical cannabis establishments, the locations of which may not be within 1,000 feet of a public or private school that provides formal education traditionally associated with preschool or kindergarten through grade 12 and that existed on the date on which the application for the proposed medical cannabis establishment was submitted to the CCB, within 300 feet of a community facility that existed on the date on which the application for the proposed medical cannabis establishment was submitted to the CCB or, if the proposed medical cannabis establishment will be located in a county whose population is 100,000 or more, within 1,500 feet of an establishment that holds a nonrestricted gaming license. CCB approval is required for all actions including transfers of interest, ownership, and management service agreements. Each issued license is associated with one facility.

For medical use, acceptable diagnoses include: AIDS; an anxiety disorder; an autism spectrum disorder; an autoimmune disease; anorexia nervosa; cancer; dependence upon or addiction to opioids; glaucoma; cachexia; muscle spasms, including, without limitation, spasms caused by MS; seizures, including, without limitation, seizures caused by epilepsy; nausea; or severe or chronic pain; a medical condition related to the HIV; and a neuropathic condition, whether or not such condition causes seizures.

The Company conducts its operations in Nevada in compliance, in material respects, with each regulation applicable to it in such state.

New Jersey Operations

New Jersey’s licensing body is the New Jersey Cannabis Regulatory Commission. As of March 31, 2022, the market consisted only of medical (vertically integrated) licensure, which has a 150,000 square foot limit on canopy size and one license grants access to one facility. As of March 31, 2022, there were 23 operational medical dispensaries. Adult use sales began on April 21, 2022. Edibles are currently allowed but exclude baked goods.

For medical use, acceptable diagnoses include: ALS, anxiety, cancer, chronic pain, dysmenorrhea, glaucoma, inflammatory bowel disease, including Crohn’s disease, intractable skeletal muscular spasticity, migraines, MS, muscular dystrophy, opioid use disorder, positive status for HIV and AIDS, PTSD, seizure disorder, including epilepsy, terminal illness with prognosis of less than 12 months to live, or Tourette’s Syndrome.

The Company conducts its operations in New Jersey in compliance, in material respects, with each regulation applicable to it in such state.

New York Operations

New York’s licensing body is the Office of Cannabis Management (“OCM”). The market is divided into the following types of medical licenses: cultivation, manufacturing, processing, wholesale, distribution, and retail and the state is vertically integrated. Each licensed grants access to one facility and locations must be approved by the OCM. As of March 31, 2022, there were 40 operational dispensaries.

For medical use, in the future the program will allow the certification of a patient by a practitioner for any condition that the practitioner believes can be treated with medical cannabis. This practitioner discretion in certifying patients was granted with the passage of the Marijuana Regulation and Taxation Act (“MRTA”), which was enacted in March 2021. The MRTA shifted the medical program from the Department of Health to the OCM and expanded the Medical Cannabis Program.

The Company conducts its operations in New York in compliance, in material respects, with each regulation applicable to it in such state.

North Dakota Operations

The licensing body is the North Dakota Department of Health, Medical Marijuana Division (NDDOH). The market is divided into two classes of licenses: manufacturing facility and dispensary. Each license grants the licensee the ability to have one dispensary or manufacturing facility.

The activities of a manufacturing facility are limited to producing and processing and to related activities, including acquiring, possessing, storing, transferring, and transporting marijuana and usable marijuana (other than edibles), for the sole purpose of selling usable marijuana to a dispensary. The activities of a dispensary are limited to purchasing usable marijuana from a manufacturing facility, and related activities, including storing, delivering, transferring, and transporting usable marijuana, for the sole purpose of dispensing usable marijuana to a registered qualifying patient/designated caregiver.

For medical card holders, acceptable diagnoses include cancer; positive status for HIV; AIDS; decompensated cirrhosis caused by hepatitis C; ALS; PTSD; agitation of Alzheimer's disease or related dementia; Crohn's disease; fibromyalgia; spinal stenosis or chronic back pain, including neuropathy or damage to the nervous tissue of the spinal cord with objective neurological indication of intractable spasticity; glaucoma; epilepsy; anorexia nervosa; bulimia nervosa; anxiety disorder; Tourette’s syndrome; Ehlers-Danlos syndrome; endometriosis; interstitial cystitis; neuropathy; migraine; rheumatoid arthritis; autism spectrum disorder; a brain injury; a terminal illness; or a chronic or debilitating disease or medical condition or treatment for such disease or medical condition that produces one or more of the following: cachexia or wasting syndrome; severe debilitating pain that has not responded to previously prescribed medication or surgical measures for more than three months or for which other treatment options produced serious side effects; intractable nausea; Seizures; or severe and persistent muscle spasms, including those characteristic of MS.

The Company conducts its operations in North Dakota in compliance, in material respects, with each regulation applicable to it in such state.

Ohio Operations

Ohio’s licensing bodies are the Department of Commerce (grow/processing) and the Board of Pharmacy (dispensary). The market is divided into the following types of licenses: cultivator (Level I and Level II), processor, dispensary, and testing. Each license grants access to one facility and as of March 31, 2022, there were 57 operational dispensaries.

For medical card holders, acceptable diagnoses include AIDS, Alzheimer’s disease, ALS, cachexia, cancer, chronic traumatic encephalopathy, Crohn’s disease, epilepsy or another seizure disorder, fibromyalgia, glaucoma, hepatitis C, Huntington’s disease, inflammatory bowel disease, MS, pain that is either chronic and severe or intractable, Parkinson’s disease, positive status for HIV, PTSD, sickle cell anemia, spasticity, spinal cord disease or injury, terminal illness, Tourette’s syndrome, traumatic brain injury, or ulcerative colitis.

The Company conducts its operations in Ohio in compliance, in material respects, with each regulation applicable to it in such state.

Oklahoma Operations

Oklahoma’s licensing body is the Oklahoma Medical Marijuana Authority. Licenses are unlimited and the market is divided into the following types of licenses: grower, processor, dispensary, and transporter.

As of March 31, 2022, the Company’s operations in Oklahoma were designated as held-for-sale.

The Company conducts its operations in Oklahoma in compliance, in material respects, with each regulation applicable to it in such state.

Oregon Operations

Oregon’s recreational licensing body is the Oregon Liquor and Cannabis Commission and medical licensure is overseen by the Oregon Health Authority (“OHA”). Neither licensing body has set a limit on the number of licenses able to be issued. Recreational license classes include producer, processor, wholesale, laboratory, retail, and research certificate, while medical licenses are issued for growers, processors, dispensaries, physicians, and laboratories.

Nearly 90% of licensed medical growers in Oregon grow for only one patient, and there are a total of two medical dispensaries in the state. No medical processor in the state has applied for a new license or renewed an existing license since 2018.

For medical card holders, acceptable diagnoses include cancer, glaucoma, a degenerative or pervasive neurological condition, HIV/AIDS, PTSD, a medical condition or treatment for a medical condition that produces one or more of the following: cachexia (a weight-loss disease that can be caused by HIV or cancer), severe pain, severe nausea, seizures, including but not limited to seizures caused by epilepsy, and persistent muscle spasm, including but not limited to spasms caused by MS.

Though organizations may hold licenses to produce products for both the recreational and medical markets, medical and recreational products may not be sold out of the same retail location. Possession and daily sale limits, as well as maximum allowable cannabinoid concentrations by product, are higher for medical patients than recreational consumers.

The Oregon Health Authority has recently proposed an amendment to state marijuana and hemp testing and laboratory accreditation standards that, if passed, will have a significant impact on compliance testing for cannabis products.

The Company conducts its operations in Oregon in compliance, in material respects, with each regulation applicable to it in such state.

Pennsylvania Operations

Pennsylvania’s licensing body is the Pennsylvania Department of Health. The market is divided into the following types of licenses: grower processor, dispensary, and clinical registrants. A grower processor license allows for three dispensaries permits, dispensary licenses allow three locations, and a clinical registrant allows six dispensary licenses. A pharmacist is required to be available for all dispensaries and as of March 31, 2022, there were 151 operational dispensaries.

For medical card holders, acceptable diagnoses include ALS; anxiety disorders; autism; cancer, including remission therapy; Crohn's disease; damage to the nervous tissue of the central nervous system (brain-spinal cord) with objective neurological indication of intractable spasticity, and other associated neuropathies; dyskinetic and spastic movement disorders; epilepsy; glaucoma; HIV or AIDS; Huntington's disease; inflammatory bowel disease; intractable seizures; MS; neurodegenerative diseases; neuropathies; opioid use disorder for which conventional therapeutic interventions are contraindicated or ineffective, or for which adjunctive therapy is indicated in combination with primary therapeutic interventions; Parkinson's disease; PTSD; severe chronic or intractable pain of neuropathic origin or severe chronic or intractable pain; sickle cell anemia; Terminal illness; and Tourette’s syndrome.

The Company conducts its operations in Pennsylvania in compliance, in material respects, with each regulation applicable to it in such state.

Utah Operations

Utah’s medical only market is overseen by two cannabis regulatory bodies: the Utah Department of Health and Human Services oversees retail and home delivery functions, while the Utah Department of Agriculture oversees cultivation and processing. There are currently no new licenses available, although Changes of Ownership (not sale of license) is permitted. There is no requirement for vertical integration, although in the most recent request for proposal for a new pharmacy license, companies with vertical cultivation and processing were given priority. License classes include pharmacy (retail), cultivation, processing and home delivery. A pharmacist must review all orders before release at point of sale.

For medical card holders, acceptable diagnoses include HIV or AIDS; Alzheimer’s disease; ALS; cancer; cachexia; persistent nausea that is not significantly responsive to traditional treatment, except for nausea related to: pregnancy, cannabis-induced cyclical vomiting syndrome, cannabinoid hyperemesis syndrome; Crohn’s disease or ulcerative colitis; epilepsy or debilitating seizures; MS or persistent and debilitating muscle spasms; PTSD that is being treated and monitored by a licensed health therapist, and that has been diagnosed by a healthcare provider by the Veterans Administration and documented in the patient’s record or has been diagnosed or confirmed by evaluation from a psychiatrist, masters prepared psychologist, a masters prepared licensed clinical social worker, or a psychiatric advanced practice registered nurse; autism; a terminal illness when the patient’s life expectancy is less than six months; a condition resulting in the individual receiving hospice care;· a rare condition or disease that affects less than 200,000 individuals in the U.S., as defined in federal law, and that is not adequately managed despite treatment attempts using conventional medications (other than opioids or opiates) or physical interventions; or pain lasting longer than two weeks that is not adequately managed, in the qualified medical provider’s opinion, despite treatment attempts using conventional medications other than opioids or opiates or physical interventions.

The Company conducts its operations in Utah in compliance, in material respects, with each regulation applicable to it in such state.

Vermont Operations

Vermont’s licensing body is the Cannabis Control Board and is vertically integrated. In the upcoming adult use program, licenses will include cultivation, products manufacturing, wholesale, retail, and testing labs. The adult use program will offer vertical integration if such licensees are of the current vertically integrated medical dispensaries.

For medical card holders, acceptable diagnoses include cancer, MS, HIV or AIDS, glaucoma, Crohn’s disease, Parkinson’s disease, PTSD (requires the Mental Health Care Provider Form), and a medical condition that produces one or more of the following symptoms may also qualify: wasting syndrome, chronic pain, severe nausea, or seizures.

Under the upcoming adult use legislation, plants may be designated as adult use or medical at time of harvesting. License applications for current vertically integrated dispensaries, small cultivators, and testing labs to participate in the adult use program began May 1, 2022. The proposed rules are currently being finalized.

As of March 31, 2022, the Company’s operations in Vermont were designated as held-for-sale.

The Company conducts its operations in Vermont in compliance, in material respects, with each regulation applicable to it in such state.

Components of Our Results of Operations

Revenue

Retail and Wholesale Revenue

The Company derives its domestic retail and wholesale revenue in U.S. states in which it is licensed to cultivate, process, distribute, and sell cannabis and hemp. The Company sells directly to customers at its retail stores and sells wholesale to third-party dispensaries or processors.

Internationally, the Company also derives retail cannabis revenues in the U.K., where it holds a pharmacy license which enables it to fulfil cannabis prescriptions directly to the patient through its online pharmacy. In Germany, the Company supplies cannabis on a wholesale basis to pharmacies and to other distributors. All products that are supplied to Israel are sold to wholesalers who import the Company’s products. Non-cannabis revenues are all derived from wholesale operations in Spain, the U.K., Switzerland, and Germany.

Management Fee Income

Management fee income represents revenue related to management services agreements pursuant to which the Company provides professional services, including cultivation, processing and retail know-how, back-office administration, intellectual property licensing, real estate leasing services, and lending facilities to medical and adult-use cannabis licensees. The Company recognizes revenue from these consulting services on a straight-line basis over the term of third-party consulting agreements as services are provided. This revenue has declined significantly due to the Company ceasing to provide management services for several entities, often as a result of acquiring such entities.

Cost of Goods Sold

Cost of goods sold are derived from costs related to the cultivation and production of cannabis and from wholesale purchases made from other licensed producers operating within U.S. state markets in which the Company operates. Cost of goods sold includes the costs directly attributable to the production of inventory and amounts incurred in the cultivation and manufacture of finished goods, such as flower, concentrates, and edibles. Direct and indirect costs include but are not limited to material, labor, supplies, depreciation expense on production equipment, utilities, and facilities costs associated with cultivation.

Gross Profit

Gross profit is revenue less cost of goods sold. The Company does not utilize all available capacity as the Company has built operations ahead of current capacity needs with the expectation that the Company will continue to grow and in preparation of market expansion due to the introduction of adult-use in certain U.S. states as well as market growth. The Company expects gross profit to increase over the foreseeable future as it continues to invest in its current operations.

Operating Expenses

Domestically, salaries and benefits include non-cost-of-goods sold labor for each retail location and corporate labor expenses. The Company expects salaries and benefits to increase proportionally with store openings in the foreseeable future, but these expenses are expected to level off as operations are scaled in each market. In European operations, salaries and benefits include non-cost-of-goods sold labor for each European market and corporate labor expenses.

Domestically, sales and marketing expenses consist of selling costs to support the Company’s retail stores including branding and marketing expenses, and product development expenses. The Company expects selling costs to increase proportionally with each retail store opening. In Europe, sales and marketing expenses consist of marketing expenses to support patient and doctor awareness of Curaleaf International medical cannabis products and are focused in two key markets, U.K. and Germany. The Company expects selling costs to increase as more markets come on stream and patient numbers increase in existing markets.

Professional fees consist of accounting, legal, and acquisition related expenses. The Company expects these fees to fluctuate as expansion continues and subsequent acquisitions occur.

Other general and administrative expenses consist of travel, general office supplies and monthly services, facilities and occupancy, insurance, director fees, and new business development expenses.

Other Income (Expense), net

Interest income

The Company has notes receivable with various parties that earn interest income.

Interest expense

Interest expense consists of interest on outstanding borrowings under various promissory note agreements as well as amortization of debt discounts and deferred financing costs.

Other income (expense), net

Other income consists of interest expenses related to lease liabilities, gains and losses related to investments, gains and losses on the disposal of assets and liabilities, gains and losses on the extinguishment of debt, and impairment losses. In international operations, other income primarily consists of gains and losses incurred in the mark-to-market revaluation of marketable securities held by the Company.

Income taxes

Domestically, as the Company operates in the state-legal cannabis industry, the Company is subject to Section 280E of the Internal Revenue Code (“Section 280E”), which prohibits businesses engaged in the trafficking of controlled substances (within the meaning of Schedule I and II of the CSA, as defined herein) from deducting normal business expenses associated with the sale of cannabis, such as payroll and rent, from gross income (revenue less cost of goods sold). Section 280E, therefore, has a significant impact on the retail side of cannabis, but a lesser impact on cultivation and manufacturing operations. Section 280E was originally intended to penalize criminal market operators, but because cannabis remains a Schedule I controlled substance for U.S. federal purposes, the Internal Revenue Service (“IRS”) has subsequently applied Section 280E to state-legal cannabis businesses. The effective tax rate on a cannabis business depends on how large its ratio of non-deductible expenses is to its total revenues. In the states that the Company operates in that align their tax codes with Section 280E, it is also unable to deduct normal business expenses for state tax purposes. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable and a higher effective tax rate than most industries.

SELECTED FINANCIAL INFORMATION

The Company reports results of operations of its subsidiaries from the date that control commences. Control exists when the Company has the power, directly and indirectly, to govern the financial and operating policies of an entity and is exposed to the variable returns from its activities. The following selected financial information includes only the results of operations after the Company established control of its subsidiaries. Accordingly, the information included below may not be representative of the results of operations if such subsidiaries had included their results of operations for the entire reporting period.

The following table sets forth selected financial information for the periods indicated that was derived from the Company’s condensed interim consolidated financial statements and the respective accompanying notes prepared in accordance with U.S. GAAP.

The selected consolidated financial information set out below may not be indicative of the Company’s future performance:

										Variance
	Three<br> months ended									March 31,<br> 2022 vs. <br> December 31, 2021					March 31,<br> 2022 vs. <br> March 31, 2021
	March 31,<br> 2022			December 31,<br> 2021			March 31,<br> 2021					%					%
Total<br> revenue	$	310,370		$	308,675		$	260,320					1	%				19	%
Cost<br> of goods sold		150,120			161,950			132,866			)		(7	)%				13	%
Gross<br> profit		160,250			146,725			127,454					9	%				26	%
Total<br> operating expenses		139,962			136,235			106,807					3	%				31	%
Total<br> other expense, net		(19,109	)		(50,862	)		(18,346	)				(62	)%		)		(4	)%
Income<br> tax expense		(39,443	)		(35,128	)		(28,862	)		)		12	%		)		(37	)%
Net<br> loss		(38,264	)		(75,500	)		(26,561	)				49	%		)		44	%
Loss<br> per share attributable to Curaleaf Holdings, Inc. – basic and diluted	$	(0.05	)	$	(0.10	)	$	(0.04	)				50	%		)		(25	)%

All values are in US Dollars.

The following table summarizes Total assets and Long-term financial liabilities as of March 31, 2022 and December 31, 2021:

	As of
	March 31, 2022		December 31, 2021
Total assets	$	3,409,135	$	3,105,071
Long-term liabilities		1,338,964		1,123,738

KEY QUARTERLY DEVELOPMENTS DURING THE THREE-MONTH PERIOD ENDED MARCH 31,2022

•	During the quarter ended March 31, 2022, the Company acquired or opened 11 new stores and closed<br>the quarter with 128 retail locations, and serviced over 2,200 wholesale partner accounts.
•	On January 18, 2022, the Company completed the acquisition of Bloom Dispensaries (“Bloom”),<br>a vertically integrated, single state cannabis operator in Arizona. The transaction with Bloom includes four retail dispensaries located<br>in the cities of Phoenix, Tucson, Peoria, and Sedona. Bloom strengthens the Company’s production capabilities in Arizona with the<br>addition of two adjacent cultivation and processing facilities located in north Phoenix totaling approximately 63,500 square feet of space.
•	On January 31, 2022 Curaleaf International Limited, a wholly owned subsidiary of Curaleaf International,<br>acquired 100% of the equity interests of Sapphire Medical Clinics Limited (“Sapphire Medical”), a CQC registered private medical<br>cannabis clinic providing telemedicine and face to face consultations to patients in the United Kingdom (“U.K.”). The transaction<br>represents a compelling opportunity to enhance the Company’s vertical integration of the business within the U.K.
•	On March 10, 2022, the Company launched a solventless Select Live Rosin product in Florida which<br>features an aromatic, pure cannabis flavor created through the Company's live harvesting, flash-freezing and gentle extraction processes<br>that were made possible through the Company’s proprietary water-based extraction process that eliminates the waste and inefficiencies<br>associated with live rosin manufacturing. This scalable technology allows Curaleaf to offer Select Live Rosin vapes and concentrates at<br>a more accessible price point for patients seeking premium, true-to-flower experiences.
•	On January 4, 2022, the Company announced the appointment of Matt Darin as U.S. President. On March 14,<br>2022, the Company announced the appointment of Neil Davidson as Interim Chief Financial Officer.

RESULTS OF OPERATIONS

The following tables summarize our results of operations for the three months ended March 31, 2022 and 2021 as well as those for the three months ended December 31, 2021.

										Variance
	Three<br> months ended									March 31,<br> 2022 vs.<br> December 31, 2021					March 31,<br> 2022 vs.<br> March 31, 2021
	March 31,<br> 2022			December 31,<br> 2021			March 31,<br> 2021					%					%
Revenues:
Retail<br> revenue	$	226,109		$	225,592		$	187,677					—	%				20	%
Wholesale<br> revenue		83,008			82,455			72,206					1	%				15	%
Management<br> fee income		1,253			628			437					100	%				187	%
Total<br> revenue		310,370			308,675			260,320					1	%				19	%
Cost<br> of goods sold		150,120			161,950			132,866			)		(7	)%				13	%
Gross<br> profit		160,250			146,725			127,454					9	%				26	%
Gross<br> profit margin		52	%		48	%		49	%
Total<br> operating expenses		139,962			136,235			106,807					3	%				31	%
Income<br> from operations		20,288			10,490			20,647					93	%		)		(2	)%
Total<br> other expense, net		(19,109	)		(50,862	)		(18,346	)				62	%		)		(4	)%
(Loss)<br> income before provision for income taxes		1,179			(40,372	)		2,301					103	%		)		(49	)%
Income<br> tax expense		(39,443	)		(35,128	)		(28,862	)		)		(12	)%		)		(37	)%
Net<br> loss		(38,264	)		(75,500	)		(26,561	)				49	%		)		(44	)%
Less:<br> Net loss attributable to non-controlling interest		(1,775	)		(2,541	)		—					30	%		)		nm
Net<br> loss attributable to Curaleaf Holdings, Inc.	$	(36,489	)	$	(72,959	)	$	(26,561	)				50	%		)		(37	)%

All values are in US Dollars.

nm = not meaningful

Comparison of the three months ended March 31, 2022 to thethree months ended December 31, 2021

Revenue

Revenue was $310.4 million for the three months ended March 31, 2022 compared to $308.7 million in the prior quarter, which represents a decrease of $1.7 million or 1%. This decrease was primarily attributable to decreased wholesale volume following a strong fourth quarter, offset slightly by the consolidation of the results of Bloom beginning in mid-January 2022.

Cost of Goods Sold

Cost of goods sold for the three months ended March 31, 2022 was $150.1 million, a decrease of $11.8 million or 7% compared to cost of goods sold of $161.9 million in the prior quarter. The decrease was in line with the decreased revenues.

Gross Profit

Gross profit for the three months ended March 31, 2022 was $160.3 million, or 52% of revenue, compared to $146.7 million, or 48% of revenue in the prior quarter. The changes in gross profit are directly attributable to the changes in revenue and cost of goods sold described above.

Comparison of the three months ended March 31, 2022 and2021

Revenue

Revenue for the three months ended March 31, 2022 was $310.4 million, an increase of $50.1 million or 19% compared to revenue of $260.3 million in the prior year comparable period. The increase in retail and wholesale revenue was primarily attributable to organic growth and new store openings in Arizona, Pennsylvania, and Florida, as well as the impact of acquisitions closed subsequent to March 31, 2021, including EMMAC, MCCW, and Los Sueños in 2021 and Bloom in the current quarter.

Cost of Goods Sold

Cost of goods sold for the three months ended March 31, 2022 was $150.1 million, an increase of $17.3 million or 13% compared to cost of goods sold of $132.9 million in the prior year comparable period. The increase in cost of goods sold was primarily associated with the increase in revenue as described above.

Gross Profit

Gross profit for the three months ended March 31, 2022 was $160.3 million, or 52% of revenue, compared to $127.5 million or 49% of revenue, in the prior year comparable period. The changes in gross profit are directly attributable to the changes in revenue and cost of goods sold described above.

Total Operating Expenses

							Variance
	Three<br> months ended						March 31,<br> 2022 vs.<br> December 31, 2021					March 31,<br> 2022 vs. <br> March 31, 2021
	March 31,<br> 2022		December 31,<br> 2021		March 31,<br> 2021				%					%
Salaries<br> and benefits	$	55,949	$	54,108	$	43,179				3	%				30	%
Sales<br> and marketing		9,426		10,234		10,492		)		(8	)%		)		(10	)%
Rent<br> and occupancy		12,311		11,224		6,609				10	%				86	%
Travel		1,979		2,682		784		)		(26	)%				152	%
Professional<br> fees		9,463		12,689		6,676		)		(25	)%				42	%
Office<br> supplies and services		5,944		9,811		8,560		)		(39	)%		)		(31	)%
Other		10,072		3,133		7,459				221	%				35	%
Total<br> selling, general, and administrative		105,144		103,881		83,759				1	%				26	%
Depreciation<br> and amortization		27,146		23,904		17,300				14	%				57	%
Share-based<br> compensation		7,672		8,450		5,748		)		(9	)%				33	%
Total<br> operating expenses	$	139,962	$	136,235	$	106,807				3	%				31	%

All values are in US Dollars.

Comparison of the three months ended March 31, 2022 to thethree months ended December 31, 2021

Total operating expenses for the three months ended March 31, 2022 were $140.0 million, an increase of $3.7 million or 3%, compared to $136.2 million in the prior quarter. Operating expenses represented 45% and 44% of total revenue in the three months ended March 31, 2022 and December 31, 2021, respectively. The decrease was due to slight decreases in most categories, led by office supplies and services and professional fees, partially offset by an increase in salaries and benefits, depreciation and amortization and other expenses primarily related to the Bloom acquisition.

Comparison of the three months ended March 31, 2022 and2021

Total operating expenses for the three months ended March 31, 2022 were $140.0 million, an increase of $33.2 million or 31%, compared to $106.8 million for the three months ended March 31, 2021, which represents 45% and 41% of total revenue in the three months ended March 31, 2022 and 2021, respectively. The increase in operating expenses was primarily attributable to the organic and acquisitional growth of the Company during the period between March 31, 2021 and March 31, 2022. The Company expanded the number of retail dispensaries from 102 at March 31, 2021 to 128 at March 31, 2022, which increased the level of support staff necessary to run the expanded operations.

Total Other Income (Expense), net

										Variance
	Three<br> months ended									March 31,<br> 2022 vs. <br> December 31, 2021					March 31,<br> 2022 vs. <br> March 31, 2021
	March 31,<br> 2022			December 31,<br> 2021			March 31,<br> 2021					%					%
Interest<br> income	$	59		$	134		$	88			)		(56	)%		)		(33	)%
Interest<br> expense		(13,146	)		(13,107	)		(11,903	)		)		—	%		)		(10	)%
Interest<br> expense related to lease liabilities and financial obligations		(7,332	)		(6,674	)		(6,232	)		)		(10	)%		)		(18	)%
Loss<br> on impairment		—			(8,901	)		—					nm					nm
Other<br> income (expense), net		1,310			(22,314	)		(299	)				(106	)%				(538	)%
Total<br> other expense, net	$	(19,109	)	$	(50,862	)	$	(18,346	)				62	%		)		(4	)%

All values are in US Dollars.

nm = not meaningful

Comparison of the three months ended March 31, 2022 to thethree months ended December 31, 2021

Total other expense, net for the three months ended March 31, 2022 was $19.1 million, a decrease in expense of $31.8 million, or 62%, compared to $50.9 million in the prior quarter. The decrease in expense is primarily attributable to an impairment of goodwill and other intangible assets booked in the three months ending December 31, 2021 that did not recur in the three months ending March 31, 2022.

Provision for Income Taxes

The Company recorded an income tax expense of $39.4 million for the three months ended March 31, 2022, an increase of $4.3 million or 12% compared to an income tax expense of $35.1 million in the prior quarter. The increase was mainly the result of certain favorable discrete tax expense items recorded for the three months ended December 31, 2021.

Net Loss

Net loss for the three months ended March 31, 2022 was $38.3 million, a decrease in net loss of $37.2 million, or 49%, compared to a net loss of $75.5 million in the prior quarter. The decrease in net loss was primarily driven by the decreases in other expense and operating expenses for the three months ended March 31, 2022.

Comparison of the three months ended March 31,2022 and 2021

Total Other Income (Expense), net

Total other expense, net for the three months ended March 31, 2022 was $19.1 million, an increase of $0.8 million or 4% compared to $18.3 million for the three months ended March 31, 2021. The increase is primarily due to the increase in interest expense related to lease liabilities and financial obligations. Additional leases began during the three months ended March 31, 2022 due to the acquisitions closed subsequent to March 31, 2021, including EMMAC, MCCW, and Los Sueños in 2021 and Bloom in the current quarter.

Provision for Income Taxes

The Company recorded an income tax expense of $39.4 million for the three months ended March 31, 2022, an increase of $10.6 million, or 37%, compared to an income tax expense of $28.9 million for the three months ended March 31, 2021. The increase in income tax expense was mainly a result of increased gross profit in certain of the Company’s subsidiaries that are subjected to the restrictions of Section 280E.

Net Loss

Net loss for the three months ended March 31, 2022 was $38.3 million compared to a net loss of $26.6 million for the three months ended March 31, 2021, which represents an increase in loss of $11.7 million or 44%. The increase in net loss was primarily driven by the increase in income tax expense and operating expenses as described above, offset by the increase in gross profit.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources

The Company’s primary need for liquidity is to fund working capital requirements of the business, capital expenditures, acquisitions, debt service, and for general corporate purposes. To date the Company’s primary source of liquidity has been from funds generated by financing activities, including the private placement completed in connection with the Company’s Business Combination, the private placement of SVS completed in July 2020, the overnight marketed public offering of SVS completed in January 2021, and the private placement of $475 million aggregate principal amount of senior secured notes completed in December 2021. The Company’s ability to fund the Company’s operations, to make planned capital expenditures, to complete planned acquisitions, to make scheduled debt and lease payments, and to repay or refinance indebtedness depends on our future operating performance and cash flows, which are subject to, among other factors, prevailing economic conditions and financial, business, and other factors, some of which are beyond the Company’s control. See the “Financial Instrumentsand Financial Risk Management” and “Risk Factors” sections of the Company’s Annual MD&A.

As of March 31, 2022, the Company had $242.6 million of cash and cash equivalents and working capital (current assets minus current liabilities) of $296.9 million, compared to $299.3 million of cash and cash equivalents and $410.4 million of working capital as of December 31, 2021. The decrease of $113.5 million in the working capital was primarily due to a decrease in cash on hand and an increase in accounts payable, offset by an increase in inventories and assets held for sale at March 31, 2022 as compared to December 31, 2021.

The Company is generating cash from sales and is investing its capital reserves in current operations and new acquisitions that are expected to generate additional earnings in the long term.

The Company expects that its cash on hand and cash flows from operations, along with private and/or public financings, will be adequate to meet its capital requirements and operational needs for the next 12 months.

Recent Financing Transactions

Senior Secured Notes – 2026

The Senior Secured Notes – 2026 bear interest on the unpaid principal amount at a rate of 8% per annum, compounded semi-annually and payable in arrears on June 15 and December 15 of each year during the term of the Senior Secured Notes – 2026.

A copy of the Note Indenture is available on the Company’s SEDAR profile at www.sedar.com and on its EDGAR profile at www.sec.gov/edgar/shtml.

Cash Flows

The following table summarizes the sources and uses of cash for each of the periods presented:

	Three months ended March 31,
	2022			2021				%
Net cash provided by (used in) operating activities	$	45,620		$	(9,615	)			574	%
Net cash used in investing activities		(96,594	)		(31,429	)	)		(207	)%
Net cash (used in) provided by financing activities		(4,889	)		282,093		)		(102	)%
Net (decrease) increase in cash	$	(55,863	)	$	241,049		)		(123	)%

All values are in US Dollars.

Operating Activities

During the three months ended March 31, 2022 and 2021, operating activities provided $45.6 million and used $9.6 million respectively, of cash. For the three months ended March 31, 2022, cash provided by changes in operating assets and liabilities was primarily attributable to an increase in accounts payable and income taxes payable partially offset by an increase in inventories to support growth in operations. For the three months ended March 31, 2021, cash used in changes in operating assets and liabilities was primarily attributable to an increase in inventories and prepaid expenses, partially offset by an increase in income tax payable.

Investing Activities

During the three months ended March 31, 2022 and 2021, investing activities used $96.6 million and $31.4 million, respectively, of cash. For the three months ended March 31, 2022, cash used in investing activities was primarily attributable to payments for property and equipment, primarily related to the build out of new dispensaries, processing, and cultivation sites with the largest dollars spent in Pennsylvania, New York, New Jersey, and Florida. Additional expenditures were related to the completion of the Bloom and Sapphire acquisitions; the payments were partially offset by cash acquired and consolidated in the acquisitions. For the three months ended March 31, 2021, cash used in investing activities was almost entirely attributable to purchases of property, plant and equipment.

Financing Activities

During the three months ended March 31, 2022 and 2021, financing activities used $4.9 million and provided $282.1 million, respectively, of cash. During the three months ended March 31, 2022, cash used by financing activities was almost exclusively attributable to lease liability payments. During the three months ended March 31, 2021, cash provided by financing activities was primarily attributable to $240.6 million cash received related to the issuance of SVS and $50 million in cash received from a financing agreement, partially offset by $13 million in lease liability payments.

Contractual Obligations and Commitments

The Company leases space for its offices, cultivation centers, and retail dispensaries. Real estate leases typically include extension options for a period of 1–10 years. Some dispensary and office space leases include extension options exercisable up to one year before the end of the initial cancellable lease term. Typically, the option to renew the lease is for an additional period of 5 years after the end of the initial lease term and is at the option of the Company. Lease payments are in substance fixed, and certain real estate leases include annual escalation clauses with reference to an index or contractual rate.

The Company has historically entered into transactions where real estate property or equipment is sold and leased back from the buyer. These transactions are evaluated to determine if sale-leaseback accounting criteria are met. If the Company determines that it has retained control of the property or equipment, the Company records the financed lease asset in “Property and equipment, net” and a corresponding financial obligation in “Financing lease obligations” on its Condensed Interim Consolidated Balance Sheets. The Company allocates each lease payment between a reduction of the lease obligation and interest expense using the effective interest method.

Amounts in the table below reflect the contractually required principal and interest payments payable under promissory note agreements and other long-term debt. The various borrowings bear interest at rates up to 8% per annum:

Period	Amount
2022 (remaining nine months)	$	1,989
2023		50,000
2024		50,000
2025		60,000
2026		475,000
2027 and thereafter		6,402
Total future debt obligations	$	643,391

SUMMARY OF QUARTERLY RESULTS

	Three<br> months ended
	March<br> 31, 2022			December<br> 31, 2021			September<br> 30, 2021			June<br> 30, 2021			March<br> 31, 2021			December<br> 31, 2020			September<br> 30, 2020			June<br> 30, 2020
Revenue	$	310,370		$	308,675		$	315,699		$	311,293		$	260,320		$	230,253		$	182,408		$	117,480
Cost of goods sold		150,120			161,950			172,673			158,667			132,866			116,918			95,920			58,569
Gross profit		160,250			146,725			143,026			152,626			127,454			113,335			86,488			58,911
Operating expenses		139,962			136,235			143,074			125,142			106,807			108,189			91,425			57,773
Other expense, net		(19,109	)		(50,862	)		(35,700	)		(15,862	)		(18,346	)		(13,034	)		(8,423	)		(8,887	)
Net loss		(38,264	)		(75,500	)		(86,538	)		(26,043	)		(26,561	)		(20,126	)		(32,105	)		(24,838	)
Less: Net (loss) income attributable to redeemable non-controlling<br> interest		(1,775	)		(2,541	)		(3,220	)		(2,941	)		—			165			412			193
Net loss attributable to Curaleaf Holdings, Inc.		(36,489	)		(72,959	)		(83,318	)		(23,102	)		(26,561	)		(20,291	)		(32,517	)		(25,031	)
Loss per share - basic and diluted	$	(0.05	)	$	(0.10	)	$	(0.12	)	$	(0.03	)	$	(0.04	)	$	(0.03	)	$	(0.05	)	$	(0.05	)
Weighted average SVS outstanding - basic and diluted		709,638,533			707,450,310			703,545,262			701,668,932			682,041,420			660,398,593			625,228,556			533,192,806

Adjustments have been made to all of the comparative period financial statements presented herein. Refer to the heading “Restatement” below for more information. The above results were significantly impacted by the acquisitions which occurred in each quarter, as well as organic growth.

During the year ended December 31, 2020, the Company completed the following acquisitions:

(i)	Q1 2020: Select, Arrow Alternative Care, Inc., and Remedy Compassion Center;
(ii)	Q2 2020: Virginia’s Kitchen, LLC d/b/a Blue Kudu, Curaleaf NJ, Inc., and Primary Organic Therapy, Inc;
(iii)	Q3 2020: Grassroots, PalliaTech Florida LLC; and
(iv)	Q4 2020 Alternative Therapies Group, Inc.

During the year ended December 31, 2021, the Company completed the following acquisitions:

(i)	Q2 2021: EMMAC and Maryland Compassionate Care and Wellness, LLC;
(ii)	Q3 2021: Ohio Grown Therapies, LLC; and
(iii)	Q4 2021: Los Sueños.

During the first quarter of 2022, the Company completed the following acquisitions:

(i)	Bloom Dispensaries; and
(ii)	Sapphire Medical Clinics Limited.

Each successive acquisition, in combination with organic growth, resulted in higher revenues period-over-period; however, acquisitional growth did not outpace the reduction in wholesale revenue between the fourth quarter of 2021 and the first quarter of 2022.

OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, 2022, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

RELATED PARTY TRANSACTIONS

	Related party transactions
	Three months ended March 31,						Balance receivable (payable) as of
Transaction	2022			2021			March 31, 2022			December 31, 2021
Consulting fees ^(1)^	$	542		$	1,349		$	—		$	—
Travel and reimbursement ^(2)^		297			—			—			—
Rent expense reimbursement ^(3)^		(42	)		(13	)		—			—
Equipment purchases ^(4)^		—			1,426			—			—
Senior Secured Notes - 2026 ^(5)^		231			—			(10,000	)		(10,000	)
Promissory Note - 2024 ^(5)^		—			325			—			—
	$	1,028		$	3,087		$	(10,000	)	$	(10,000	)
(1) Consulting fees relate to real estate management and general advisory services provided by (i) Frontline Real Estate Partners, LLC, a company controlled by Mitchell Kahn, a Board Member, and in which Matt Darin, Chief Executive Officer, has a minority interest, as well as (ii) Measure 8 Venture Management, LLC, an investment company controlled by Boris Jordan, Executive Chairman and control person of the Company (including funds managed by such entity, “Measure 8”). There are on-going contractual commitments related to these transactions. The total consulting fees paid to Measure 8 were immaterial and for the three months ended March 31, 2022 and for the three months ended March 3pectively. The total consulting fees paid to Frontline Real Estate Partners, LLC were immaterial for the three months ended March 31, 2022 and March 31, 2021, respectively.
---
(2) Travel and reimbursement relate to payments made to Measure 8 for reimbursements of certain expenses incurred. There are on-going contractual commitments related to these transactions
(3) The Company recognized a rent expense credit for a sublease between Curaleaf NY LLC and Measure 8 and rent expense for a lease between GR Companies, Inc. and FREP Elm Place II, LLC, a company owned in part by Mr. Kahn. Both arrangements represent on-going contractual commitments based on executed leases.
(4) The Company purchased hemp processing equipment from Sentia Wellness. Sentia Wellness is a Cannabidiol company that was formerly associated with Select, prior to the acquisition by Curaleaf. Mr. Jordan and Cameron Forni, former Select President, have interests in Sentia Wellness.
(5) Baldwin Holdings, LLC, in which Joseph F. Lusardi, the Company’s Executive Vice Chairman, owns a direct equity interest held $10 million of the total $475 million of Senior Secured Notes – 2026. The Company recognized interest expense related to the portion of the Senior Secured Notes - 2026 held by Baldwin Holdings, LLC. The Promissory Note – 2024 previously held by Baldwin Holdings, LLC, was exchanged for Senior Secured Notes – 2026 as part of the private placement of Senior Secured Notes – 2026 completed by the Company in December 2021. As a result of this exchange, the Company repaid the notes, including interest and prepayment penalty. For the three months ended March 31, 2022, the Company recognized interest expense under the Promissory Note – 2024. The Senior Secured Notes – 2026 held by Baldwin Holdings, LLC contain certain repayment and interest components that represent on-going contractual commitments with this related party.

The Company’s key management personnel have the authority and responsibility for planning, directing and controlling the activities of the Company and consists of the Company's executive management team and management directors. Key management personnel compensation and other related party expenses for the three months ended March 31, 2022 and 2021 are as follows:

	Three months ended March 31,
Key management personnel compensation	2022		2021
Short-term employee benefits	$	2,529	$	900
Other long-term benefits		11		10
Share-based payments		1,692		2,358
	$	4,232	$	3,268

CHANGES IN OR ADOPTION OF ACCOUNTING PRACTICES

The Company has implemented all applicable U.S. GAAP standards recently issued by the FASB. Pronouncements that are not applicable or where it has been determined do not have a significant impact to the Company have been excluded herein.

New Accounting Guidance - Recently Adopted

In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (ASU 2016-13 – Topic 326), Derivatives and Hedging (ASU 2017-12 – Topic 815), and Leases (ASU 2016-02 – Topic 842): Effective Dates, pushing back the effective date of these three ASUs back one year, as well as amending the mandatory effective date for the elimination of Step 2 from the goodwill impairment test (ASU 2017-04 – Topic 350). The mandatory effective date for other filing entities for ASU 2016-13 and ASU 2017-04 is for fiscal years and impairment tests performed beginning after December 15, 2022, respectively, with early adoption permitted. The Company early adopted these two standards as of January 1, 2021, noting an immaterial impact on the overall financial results.

New Accounting Guidance - Not Yet Adopted

The Company reviews recently issued accounting standards on a quarterly basis and has determined there are no standards yet to be adopted which are relevant to the business for disclosure.

SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES, AND ASSUMPTIONS

The most significant assumptions and estimates underlying these Amended and Restated Interim Financial Statements are described below.

Consolidation

The Company consolidates legal entities in which it holds a controlling financial interest. The Company follows a two-tier consolidation assessment model, first focusing on a qualitative assessment of the Company’s ability to exercise power over significant activities and have exposure to potentially significant benefits or losses (the variable interest model), and second focusing on voting rights (the voting interest model). All entities are first evaluated to determine if they are VIEs. If an entity is determined not to be a VIE, it is assessed on the basis of voting and other decision-making rights under the voting interest model. The Company has determined that they possess the power to direct activities of their consolidated VIEs through management service agreements (see Note 23 — Revenue disaggregation ), or other similar arrangements.

Accounting for acquisitions and business combinations

Classification of an acquisition as a business combination or asset acquisition can depend on whether the asset acquired constitutes a business, which can be a complex judgment.

Share-based payment arrangements

Goodwill impairment

Inventory

Income taxes

Assets held for sale

COVID-19 estimation uncertainty

RESTATEMENT

Select Acquisition

Number of Share Options & RSUs

Adjustments have been retrospectively made to the comparative period as of and for the three months ended March 31, 2021, to reflect mandatory disclosures associated with the reconciliation of share options and RSUs. Refer to Note 14 — Share-based payment arrangements in the Amended and Restated Interim Financial Statements for disclosures that reflect these adjustments. The correction of this error did not result in any changes to the Company’s Condensed Interim Consolidated Balance Sheets, Condensed Interim Consolidated Statements of Operations, Condensed Interim Consolidated Statements of Comprehensive Loss, Condensed Interim Consolidated Statements of Stockholders’ Equity or Condensed Interim Consolidated Statements of Cash Flows.

SUMMARY OF OUTSTANDING SHARE DATA

The Company had the following securities issued and outstanding as of May 9, 2022:

Securities	Number of Shares
Issued and Outstanding:
Multiple Voting Shares		93,970,705
Subordinate Voting Shares		616,000,222
Restricted Share Units		3,598,487
Stock Options		24,886,154

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The Company’s financial instruments consist of cash, restricted cash and cash equivalents, notes receivable, accounts payable, accrued expenses, and long-term debt. The fair values of cash, restricted cash, notes receivable, accounts payable, and accrued expenses approximate their carrying values due to the relatively short-term to maturity. The Company’s long-term notes payable carrying value at the effective interest rate approximates fair value.

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The three levels of hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Inputs for the asset or liability that are not based on observable market data.

The Company’s assets measured at fair value on a nonrecurring basis include investments, long-lived assets, indefinite-lived intangible assets, and goodwill. The Company reviews the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable, or at least annually as of December 31, for indefinite-lived intangible assets and goodwill. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value measurements of the assets are considered to be Level 3 measurements.

Financial Risk Management

Credit Risk

Credit risk is the risk of a potential loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s notes and accounts receivable. The maximum credit exposure at March 31, 2022 and 2021 is the carrying amount of cash and cash equivalents, accounts receivable, and notes receivable. The Company does not have significant credit risk with respect to its customers. All cash and cash equivalents are placed with major U.S. financial institutions.

The Company provides credit to its wholesale and MSA customers in the normal course of business and has established processes to mitigate credit risk. The amounts reported in the Consolidated Balance Sheets are net of allowances for credit losses, estimated by the Company’s management based on prior experience and its assessment of the current economic environment. The Company reviews its trade receivable accounts regularly and reduces amounts to their expected realizable values by adjusting the allowance credit losses when management determines that the account may not be fully collectible. The Company applies ASC 310 – Receivables for the measurement of expected credit losses, which uses an expected loss allowance model for all trade receivables. The Company has not adopted standardized credit policies, but rather assesses credit on a customer-by-customer basis in an effort to minimize those risks.

Liquidity Risk

In December 2021, the Company closed a private placement of Senior Secured Notes - 2026, for aggregate gross proceeds of $475 million to the Company. The notes bear interest on the unpaid principal amount at a rate of 8% per annum, compounded semi-annually and payable in arrears on June 15 and December 15 of each year during the term of the notes; the first of which was paid on June 15, 2022. The Note Indenture governing the Senior Secured Notes - 2026 contains numerous positive and negative covenants of the Company. If the Company breaches a covenant under the Note Indenture, the trustee may, under certain circumstances, accelerate the maturity of the principal amount outstanding or realize on the collateral granted by the Company over its assets. A breach of covenant under the Note Indenture could have a material adverse impact on the Company’s financial position.

In connection with the Bloom acquisition, the Company issued secured promissory notes to the former Bloom owners in the aggregate of $160 million, which mature over three years. The first and second set of notes are each $50 million and mature in January 2023 and 2024; each bear interest at the rate of 6% per annum. Interest payments are due quarterly, with the first payment on each during the three months ended March 31, 2022.

The Company is monitoring the impacts of COVID-19 closely, and although liquidity has not been materially affected by the COVID-19 outbreak to date, the ultimate severity of the outbreak and its impact on the economic environment is uncertain. Given the current uncertainty of the future economic environment, the Company has taken additional measures in monitoring and deploying its capital to minimize the negative impact on liquidity. For more information, see Note 2 — Basis of presentation, COVID-19 estimation.

Market Risk

Currency Risk

Interest Rate Risk

REGULATORY ENVIRONMENT: ISSUERS WITH UNITEDSTATES CANNABIS-RELATED ASSETS

In accordance with Staff Notice 51-352, the Company evaluates, monitors and reassesses this disclosure, and any related risks, on an ongoing basis and the same will be supplemented, amended and communicated to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance, laws or regulations regarding the cannabis industry. Any non-compliance, citations or notices of violation which may have an impact on the Company’s licenses, business activities, or operations will be promptly disclosed by the Company.

The Company derives its revenues from thecannabis industry in certain states of the U.S., and the industry is illegal under U.S. federal law.

The Company is involved (through its licensed subsidiaries) in the cannabis industry in the U.S. where local state laws permit such activities. Currently, its subsidiaries and managed entities are directly engaged in the cultivation, manufacture, processing, , sale and distribution of cannabis and hold licenses in the adult-use and/or medicinal cannabis marketplace in the states of Arizona, Arkansas, California, Colorado, Connecticut, Florida, Illinois, Kentucky (hemp only), Maine, Maryland, Massachusetts, Michigan, Missouri, Nevada, New Jersey, New York, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Utah, and Vermont; and have partnered with an accredited medical school and obtained a “clinical registrant” license in Pennsylvania. In addition, the Company is indirectly involved (through management services which include the use of the “Curaleaf” brand and retail and cultivation and production operations, human resources, finance and accounting, marketing, sales, legal and compliance support services) in both the adult-use and medical cannabis industry in the states of Maine and Arkansas.

The Company’s Statement of CondensedInterim Consolidated Balance Sheets and Condensed Interim Consolidated Statements of Operations Exposure to U.S. Cannabis Related Activities

As of the date of this MD&A, the majority of the Company’s business was directly derived from U.S. cannabis-related activities. As such, the Company’s statement of financial position and statement of profits and losses exposure to U.S. cannabis-related activities is nearly 100%.

Readers are cautioned that the foregoing financial information, though extracted from the Company’s financial systems that supports its annual consolidated financial statements, has not been audited in its presentation format and accordingly is not in compliance with U.S. GAAP based on consolidation principles.

U.S. Federal Overview

The Controlled Substance Act

The U.S. federal government regulates drugs through the federal Controlled Substances Act (21 U.S.C. § 811) (the “CSA”), which places controlled substances, including cannabis, in one of five different schedules. Cannabis, except hemp containing less than .3% (on a dry weight basis) of the psychoactive ingredient in cannabis, is classified as a Schedule I drug. As a Schedule I drug, the federal Drug Enforcement Agency considers cannabis to have a high potential for abuse, no currently accepted medical use in treatment in the U.S., and a lack of accepted safety for use of the drug under medical supervision^1^. The classification of cannabis as a Schedule I drug is inconsistent with what the Company believes to be many valuable medical uses for cannabis accepted by physicians, researchers, patients, and others. As evidence of this, the FDA on June 25, 2018, approved Epidiolex an oral solution with an active ingredient, cannabidiol (CBD), that is derived from the cannabis plant for the treatment of seizures associated with two rare and severe forms of epilepsy, Lennox-Gastaut syndrome and Dravet syndrome, in patients two years of age and older. This is the first FDA-approved drug that contains a purified drug substance derived from the cannabis plant. CBD is a chemical component of cannabis that does not contain the intoxication properties of tetrahydrocannabinol (“THC”), the primary psychoactive component of cannabis^2^. The Company believes the CSA categorization as a Schedule I drug is not reflective of the medicinal properties of cannabis or the public perception thereof, and numerous studies show cannabis is not able to be abused in the same way as other Schedule I drugs, has medicinal properties, and can be safely administered^3^.

The federal position is also not necessarily consistent with democratic approval of cannabis at the state government level in the U.S. Unlike in Canada, which has federal legislation uniformly governing the cultivation, distribution, sale and possession of cannabis under the Cannabis Act, S.C. 2018, c. 16, (Canada) and the Cannabis for Medical Purposes Regulations, cannabis is largely regulated at the state and local level in the U.S. state laws regulating cannabis conflict with the CSA, which makes cannabis use and possession federally illegal. Although certain states and territories of the U.S. authorize medical or adult-use cannabis production and distribution by licensed or registered entities, under U.S. federal law, the possession, use, cultivation, and transfer of cannabis and any related drug paraphernalia is illegal, and any such acts are criminal acts. Although the Company’s activities are compliant with applicable state and local laws, strict compliance with state and local laws with respect to cannabis may neither absolve the Company of liability under U.S. federal law nor provide a defense to federal criminal charges that may be brought against the Company. The Supremacy Clause of the U.S. Constitution establishes that the U.S. Constitution and federal laws made pursuant to it are paramount and, in case of conflict between federal and state law, federal law shall apply.

Nonetheless, 44 U.S. states, the District of Columbia, and the territories of Puerto Rico, the U.S. Virgin Islands, Guam, and the Northern Mariana Islands have legalized some form of cannabis for medical use, while 19 states and the District of Columbia have legalized the adult-use of cannabis for recreational purposes. As more and more states legalized medical and/or adult-use cannabis, the federal government attempted to provide clarity on the incongruity between federal prohibition under the CSA and these state-legal regulatory frameworks. Notwithstanding the foregoing, cannabis remains illegal under U.S. federal law, with cannabis listed as a Schedule I drug under the CSA.

^1^21 U.S.C. 812(b)(1).

^2^Cannabis containing THC is more commonly referred to in state laws and regulations as marijuana. Unless otherwise noted herein, we use cannabis and marijuana interchangeably.

^3^See Lachenmeier, DW & Rehm, J. (2015). Comparative risk assessment of alcohol, tobacco, cannabis and other illicit drugs using the margin of exposure approach. Scientific Reports, 5, 8126. doi: 10.1038/srep08126; see also Thomas, G & Davis, C. (2009). Cannabis, Tobacco and Alcohol Use in Canada: Comparing risks of harm and costs to society. Visions Journal, 5. Retrieved from http://www.heretohelp.bc.ca/sites/default/files/visions_cannabis.pdf; see also Jacobus et al. (2009). White matter integrity in adolescents with histories of marijuana use and binge drinking. Neurotoxicology and Teratology, 31, 349-355. https://doi.org/10.1016/j.ntt.2009.07.006; Could smoking pot cut risk of head, neck cancer? (2009 August 25). Retrieved from https://www.reuters.com/article/us-smoking-pot/could-smoking-pot-cut-risk-of-head-neck-cancer-idUSTRE57O5DC20090825; Watson, SJ, Benson JA Jr. & Joy, JE. (2000). Marijuana and medicine: assessing the science base: a summary of the 1999 Institute of Medicine report. Arch Gen Psychiatry Review, 57, 547-552. Retrieved from https://www.ncbi.nlm.nih.gov/pubmed/10839332; see also Hoaken, Peter N.S. & Stewart, Sherry H. (2003). Drugs of abuse and the elicitation of human aggressive behavior. Addictive Behaviours, 28, 1533-1554. Retrieved from http://www.ukcia.org/research/AgressiveBehavior.pdf; and see also Fals-Steward, W., Golden, J. & Schumacher, JA. (2003). Intimate partner violence and substance use: a longitudinal day-to-day examination. Addictive Behaviors, 28, 1555-1574. Retrieved from https://www.ncbi.nlm.nih.gov/pubmed/14656545.

Until 2018, the federal government provided guidance to federal law enforcement agencies and banking institutions regarding cannabis through a series of memoranda from the Department of Justice (“DOJ”). The most recent such memorandum was drafted by former Deputy Attorney General James Cole on August 29, 2013 (the “Cole Memorandum”). The Cole Memorandum offered guidance to federal enforcement agencies as to how to prioritize civil enforcement, criminal investigations and prosecutions regarding cannabis in all states, and acknowledged that, notwithstanding the designation of cannabis as a Schedule I controlled substance at the federal level, several states have enacted laws authorizing the use of cannabis. The Cole Memorandum also noted that jurisdictions that have enacted laws legalizing cannabis in some form have also implemented strong and effective regulatory and enforcement systems to control the cultivation, processing, distribution, sale and possession of cannabis. As such, conduct in compliance with those laws and regulations is less likely to be a priority at the federal level. The Cole Memorandum was seen by many state-legal cannabis companies as a safe harbor for their licensed operations that were conducted in full compliance with all applicable state and local regulations. However, on January 4, 2018, former U.S. Attorney General Jeff Sessions rescinded the Cole Memorandum. In the absence of a uniform federal policy, U.S. Attorneys with state-legal cannabis programs within their jurisdictions are responsible for establishing enforcement priorities for their respective offices. For instance, Andrew Lelling, a former U.S. Attorney for the District of Massachusetts, stated that while his office would not immunize any businesses from federal prosecution, he anticipated focusing the office's cannabis enforcement efforts on: (1) overproduction; (2) targeted sales to minors; and (3) organized crime and interstate transportation of drug proceeds. Other U.S. attorneys provided less assurance, promising to enforce federal law, including the CSA in appropriate circumstances. One of those U.S. Attorneys, Greg Scott, the Interim U.S. Attorney for the Eastern District of California, has a history of prosecuting medical cannabis activity: his office published a statement that cannabis remains illegal under federal law, and that his office would “evaluate violations of those laws in accordance with our district’s federal law enforcement priorities and resources”.

Following his election, President Biden appointed Merrick Garland to serve as the U.S. Attorney General. While Attorney General Garland indicated in his confirmation hearing that he did not feel that enforcement of the federal cannabis prohibition against state-licensed business would not be a priority target of Department of Justice resources, no formal enforcement policy has been issued to date. There is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the U.S. Congress amends the CSA with respect to cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current U.S. federal law.

As an industry best practice, despite the rescission of the Cole Memorandum, the Company abides by the following standard operating policies and procedures:

1.	Ensure that its operations are compliant with all licensing requirements as established by the applicable<br>state, county, municipality, town, township, borough, and other political/administrative divisions;
2.	Ensure that its cannabis related activities adhere to the scope of the licensing obtained (for example:<br>in the states where cannabis is permitted only for adult-use, the products are only sold to individuals who meet the requisite age requirements);
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3.	Implement policies and procedures to ensure that cannabis products are not distributed to minors;
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4.	Implement policies and procedures to ensure that funds are not distributed to criminal enterprises, gangs<br>or cartels;
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5.	Implement an inventory tracking system and necessary procedures to ensure that such compliance system<br>is effective in tracking inventory and preventing diversion of cannabis or cannabis products into those states where cannabis is not permitted<br>by state law, or across any state lines in general;
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6.	Ensure that its state-authorized cannabis business activity is not used as a cover or pretense for trafficking<br>of other illegal drugs, is engaged in any other illegal activity or any activities that are contrary to any applicable anti-money laundering<br>statutes; and
7.	Ensure that its products comply with applicable regulations and contain necessary disclaimers about the<br>contents of the products to prevent adverse public health consequences from cannabis use and prevent impaired driving.
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In addition, the Company conducts background checks to ensure that the principals and management of its operating subsidiaries are of good character, have not been involved with other illegal drugs, engaged in illegal activity or activities involving violence, or use of firearms in cultivation, manufacturing or distribution of cannabis. The Company will also conduct ongoing reviews of the activities of its cannabis businesses, the premises on which they operate and the policies and procedures that are related to possession of cannabis or cannabis products outside of the licensed premises, including the cases where such possession is permitted by regulation. See “Compliance and Monitoring”.

One legislative safeguard for the medical cannabis industry remains in place: Congress has passed a so-called “rider” provision in the FY 2015, 2016, 2017, 2018, 2019, 2020 and 2021 Consolidated Appropriations Acts to prevent the federal government from using congressionally appropriated funds to enforce federal cannabis laws against regulated medical cannabis actors operating in compliance with state and local law. The rider is known as the “Rohrabacher-Farr” Amendment after its original lead sponsors (it is also sometimes referred to as the “Rohrabacher-Blumenauer” or “Joyce-Leahy” Amendment, but it is referred to in this MD&A as “Rohrabacher-Farr Amendment”). In 2021, President Biden became the first president to propose a budget with the Rohrabacher-Farr Amendment included. On March 15, 2022, the amendment was renewed through the signing of the fiscal year 2022 omnibus spending bill, effective through September 30, 2022.

Nevertheless, for the time being, cannabis remains a Schedule I controlled substance at the federal level. The federal government of the U.S. has always reserved the right to enforce federal law regarding the sale and disbursement of medical or adult-use cannabis, even if state law sanctions such sale and disbursement. If the U.S. federal government begins to enforce U.S. federal laws relating to cannabis in states where the sale and use of cannabis is currently legal, or if existing applicable state laws are repealed or curtailed, the Company’s business, results of operations, financial condition and prospects could be materially adversely affected.

There is a growing consensus among cannabis businesses and numerous members of Congress that prosecutorial discretion is not law and temporary legislative riders, such as the Rohrabacher-Farr Amendment, are an inappropriate way to protect lawful medical cannabis businesses. Numerous bills have been introduced in Congress in recent years to decriminalize aspects of state-legal cannabis trades. The Company has observed that each year more congressmen and congresswomen sign on and cosponsor cannabis legalization bills. In light of all this, it is anticipated that the federal government will eventually repeal the federal prohibition on cannabis and thereby leave the states to decide for themselves whether to permit regulated cannabis cultivation, production and sale, just as states are free today to decide policies governing the distribution of alcohol or tobacco.

The most comprehensive proposal for reform of federal legislation on cannabis was introduced on July 14, 2021, by U.S. Senate Majority Leader Chuck Schumer (D-NY) along with Cory Booker (D-NJ), and Ron Wyden (D-OR) when they released draft legislation titled the Cannabis Administration and Opportunity Act (the “CAOA”). The CAOA removes cannabis from Schedule 1 of the CSA, which would permit its decriminalization and allow the expungement of federal non-violent cannabis crimes. The CAOA would impose a federal tax on cannabis of 10% in its first year of enactment, eventually increasing to 25% in 5% increments. The taxes raised would be used to petition fund programs to benefit communities disproportionately impacted by the “War on Drugs”.

The CAOA enshrines the current state cannabis licensing regimes but introduces additional federal permitting of cannabis wholesalers. Regulatory responsibility for cannabis control would be transferred from the U.S. Drug Enforcement Agency (DEA) to the Alcohol and Tobacco Tax and Trade Bureau (TTB), the Bureau of Alcohol Tobacco Firearms and Explosives (ATF).

The publication of the CAOA by Democratic congressional leaders represents a significant milestone in the move toward federal legalization of cannabis. While the CAOA indicates that legalization may come with significant federal tax burden, federal legalization will also bring long-awaited benefits to the industry of the removal of the Section 280E tax burden, clarity as to the status of state-licensed cannabis businesses, broad access to the banking and card payment system, increased availability, and reduced cost, of capital.

At the time of the CAOA announcement, Senator Schumer indicated such a bill currently does not have sufficient support in the Congress to pass. Although he originally targeted Spring 2022 for passage of legislation based on the CAOA draft, he is now targeting formal introduction of a revised draft of the CAOA in the Senate for April 2022, and the contents of such revised draft have not yet been disclosed. Therefore, it is unclear whether provisions in the CAOA that are favorable to the cannabis industry, such as preserving the current state regulatory system, will remain in any final legislation. In addition, the CAOA lacks clarity regarding the transition of cannabis control from the DEA to TTB and the FDA, which presents the risk that existing operators may face a period of regulatory uncertain if legislation similar to the CAOA is enacted. Such uncertainty may impede growth of, and investment in, incumbent cannabis businesses, while exposing them to increased competition from the illicit market.

Another bill, the Marijuana Opportunity Reinvestment and Expungement (MORE) Act, proposed in the U.S. House of Representatives would decriminalize and de-schedule cannabis from the CSA, provide for reinvestment in certain persons adversely impacted by the “War on Drugs,” and provide for expungement of certain cannabis offenses, among other things. On November 20, 2019, the U.S. House of Representatives Judiciary Committee voted to advance the bill to the full House. Although the U.S. House of Representatives voted to pass the MORE Act on December 4, 2020, it failed to pass in the U.S. Senate prior to the end of the 2020 legislative session.

There can be no assurance that the CAOA, the MORE Act or similar comprehensive legislation that would de-schedule cannabis and de-criminalize will be passed in the near future or at all. If such legislation is passed, there is no guarantee that it will include provisions that preserve the current state-based cannabis programs under which the Company’s subsidiaries operate or that such legislation will otherwise be favorable the Company and its business.

Money Laundering Laws

Under U.S. federal law, it may potentially be a violation of federal money laundering statutes for financial institutions to take any proceeds from the sale of any Schedule I controlled substance. Due to the CSA categorization of marijuana as a Schedule I drug, federal law makes it illegal for financial institutions that depend on the Federal Reserve's money transfer system to take any proceeds from marijuana sales as deposits. Banks and other financial institutions could be prosecuted and possibly convicted of money laundering for providing services to cannabis businesses under the U.S. Currency and Foreign Transactions Reporting Act of 1970 (the “Bank Secrecy Act”). Therefore, under the Bank Secrecy Act, banks or other financial institutions that provide a cannabis business with a checking account, debit or credit card, small business loan, or any other service could be charged with money laundering or conspiracy.

While there has been no change in U.S. federal banking laws to accommodate businesses in the large and increasing number of U.S. states that have legalized medical and/or adult-use marijuana, in 2014, the Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”) issued guidance to prosecutors of money laundering and other financial crimes (the “FinCEN Guidance”) and notified banks that it would not seek enforcement of money laundering laws against banks that service cannabis companies operating under state law, provided that strict due diligence and reporting standards are met. The FinCEN Guidance advised prosecutors not to focus their enforcement efforts on banks and other financial institutions that serve marijuana-related businesses so long as that business is legal in their state and none of the federal enforcement priorities referenced in the Cole Memorandum are being violated (such as keeping marijuana away from children and out of the hands of organized crime). The FinCEN Guidance also clarifies how financial institutions can provide services to marijuana-related businesses consistent with their Bank Secrecy Act obligations, including thorough customer due diligence, but makes it clear that they are doing so at their own risk. The customer due diligence steps include:

1.	Verifying with the appropriate state authorities whether the business is duly licensed and registered;
2.	Reviewing the license application (and related documentation) submitted by the business for obtaining<br>a state license to operate its marijuana-related business;
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3.	Requesting from state licensing and enforcement authorities available information about the business and<br>related parties;
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4.	Developing an understanding of the normal and expected activity for the business, including the types<br>of products to be sold and the type of customers to be served (e.g., medical versus adult-use customers);
5.	Ongoing monitoring of publicly available sources for adverse information about the business and related<br>parties;
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6.	Ongoing monitoring for suspicious activity, including for any of the red flags described in this guidance;<br>and
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7.	Refreshing information obtained as part of customer due diligence on a periodic basis and commensurate<br>with the risk.
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With respect to information regarding state licensure obtained in connection with such customer due diligence, a financial institution may reasonably rely on the accuracy of information provided by state licensing authorities, where states make such information available.

Because most banks and other financial institutions are unwilling to provide any banking or financial services to cannabis businesses, these businesses can be forced into becoming “cash-only” businesses. While the FinCEN Guidance decreased some risk for banks and financial institutions considering serving the industry, in practice it has not increased banks' willingness to provide services to cannabis businesses, and most banks continue to decline to operate under the strict requirements provided under the FinCEN Guidance. This is because, as described above, the current law does not provide banks immunity from prosecution, and it also requires banks and other financial institutions to undertake time-consuming and costly due diligence on each cannabis business they accept as a customer.

The few state-chartered banks and/or credit unions that have agreed to work with marijuana businesses are limiting those accounts to small percentages of their total deposits to avoid creating a liquidity risk. Since, theoretically, the federal government could change the banking laws as it relates to marijuana businesses at any time and without notice, these state-charted banks and credit unions must keep sufficient cash on hand to be able to return the full value of all deposits from marijuana businesses in a single day, while also keeping sufficient liquid capital on hand to serve their other customers. Those state-chartered banks and credit unions that do have customers in the marijuana industry charge marijuana businesses high fees to pass on the added cost of ensuring compliance with the FinCEN Guidance. Unlike the Cole Memorandum, however, the FinCEN Guidance from 2014 has not been rescinded.

The former Secretary of the U.S. Department of the Treasury, Steven Mnuchin, publicly stated that he did not have a desire to rescind the FinCEN Guidance. The new Secretary of the Treasury, Janet Yellen, has not yet articulated an official Treasury Department position with regard to the FinCEN Guidance and thus as an industry best practice and consistent with its standard operating procedures, the Company adheres to all customer due diligence steps in the FinCEN Guidance.

In both Canada and the U.S., transactions involving banks and other financial institutions are both difficult and unpredictable under the current legal and regulatory landscape. Legislative changes could help to reduce or eliminate these challenges for companies in the cannabis space and would improve the efficiency of both significant and minor financial transactions.

In the absence of comprehensive reform of federal cannabis legislation that would decriminalize the cannabis industry, a growing number of members of Congress have expressed support for federal legislation that would eliminate from the scope of federal money laundering statutes the financing activity of businesses operating under state-sanctioned cannabis programs. On September 26, 2019, the U.S. House of Representatives passed the Secured and Fair Enforcement Banking Act of 2019 (commonly known as the “SAFE Banking Act”), which aims to provide safe harbor and guidance to financial institutions that work with legal U.S. cannabis businesses. On May 11, 2020, the U.S. House of Representatives introduced the Health and Economic Recovery Omnibus Emergency Solutions Act (the “HEROES Act”), an economic stimulus package which included the language of the SAFE Banking Act. On September 28, 2020, the U.S. House of Representatives introduced a revised version of the HEROES Act, including the text of the SAFE Banking Act for a second time. The revised bill was passed by the House on October 1, 2020, before going to the Senate. On December 21, 2020, Congress reached a deal for a different $900,000,000 stimulus package. On September 23, 2021, a form of the SAFE Banking Act was approved by the House as part of the National Defense Authorization Act (the “NDAA”) for the fiscal year 2022. While the SAFE Banking Act provision were removed from the NDAA in its final form, the passage in this form in the House with 90 Republican House members voting in favor, shows increasing bi-partisan support for resolution of the banking issues faced by the industry. While Congress may consider legislation in the future that may permanently address these issues, there can be no assurance of the content of any proposed legislation or that such legislation is ever passed. The Company’s inability, or limitations on the Company's ability, to open or maintain bank accounts, obtain other banking services and/or accept credit card and debit card payments may make it difficult for the Company to operate and conduct its business as planned or to operate efficiently.

Federal Taxation of Cannabis Businesses

An additional challenge to cannabis-related businesses is that the provisions of the Internal Revenue Code Section 280E are being applied by the IRS to businesses operating in the medical and adult-use cannabis industry. Section 280E prohibits businesses from deducting certain expenses associated with the trafficking of controlled substances within the meaning of Schedule I and II of the CSA. The IRS has applied Section 280E broadly in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws, seeking substantial sums in tax liabilities, interest and penalties resulting from underpayment of taxes due to the lack of deductibility of otherwise ordinary business expenses, the deduction of which is prohibited by Section 280E. Although the IRS issued a clarification allowing the deduction of certain expenses that can be categorized as cost of goods sold, the scope of such items is interpreted very narrowly, and the bulk of operating costs and general administrative costs are not permitted to be deducted. Therefore, businesses in the state-legal cannabis industry are subject to higher effective tax rates and thus may be less profitable than they would otherwise be.

Reform of Federal Legislation on IndustrialHemp

On December 20, 2018, former President Trump signed the Agriculture Improvement Act of 2018, Pub. L. 115-334, (popularly known as the “2018 Farm Bill”) into law. Under the 2018 Farm Bill, industrial and commercial hemp is no longer to be classified as a Schedule I controlled substance in the U.S. Hemp includes the plant cannabis sativa L and any part of that plant, including seeds, derivatives, extracts, cannabinoids and isomers, which contain no more than 0.3% of delta-9-THC concentration by dry weight. The 2018 Farm Bill allows states to create regulatory programs allowing for the licensed cultivation of hemp and production of hemp-derived products. Hemp and products derived from it, such as CBD, may then be sold into commerce and transported across state lines, provided that the hemp from which any product is derived was cultivated under a license issued by an authorized state program approved by the U.S. Department of Agriculture and otherwise meets the definition of hemp.

To date, three different hemp seed-derived ingredients have received Generally Recognized As Safe (“GRAS”) notices from the FDA: hulled hemp seed, hemp seed protein powder, and hemp seed oil. The hemp seed-derived ingredients that are the subject of these GRAS notices contain only trace amounts of THC and CBD, which the seeds may pick up during harvesting and processing when they are in contact with other parts of the plant. Aside from these three hemp seed ingredients, no other cannabis or cannabis-derived ingredients, including ingredients sourced from hemp, have been the subject of a food additive petition, an evaluated GRAS notification, or have otherwise been approved for use in food by the FDA. The FDA's current stated position is that it is a prohibited act under the Federal Food, Drug, and Cosmetic Act to introduce into interstate commerce a food to which CBD or THC has been added, or to market a product containing these ingredients as a dietary supplement.^7^

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 SAFE Banking Act and the MORE Act, as well as potential executive action to clarify federal policy toward the industry, although it is uncertain whether and in what manner any such federal changes will occur. On a federal level, President Joseph R. Biden campaigned on a platform that included cannabis decriminalization. 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 have gained sufficient seats in the Senate to achieve control.

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

Application of Immigration Laws

U.S. Customs and Border Protection (“CBP”) enforces the laws of the U.S. Crossing the border while in violation of the CSA and other related U.S. federal laws may result in denied admission, seizures, fines, and apprehension. CBP officers administer the U.S. Immigration and Nationality Act to determine the admissibility of travelers who are non-U.S. citizens into the U.S. An investment in the Company, if it became known to CBP, could have an impact on a non-U.S. citizen’s admissibility into the U.S. and could lead to a lifetime ban on admission.

Service Providers

As a result of any adverse change to the approach in enforcement of U.S. cannabis laws, adverse regulatory or political change, additional scrutiny by regulatory authorities, adverse change in public perception in respect of the consumption of marijuana or otherwise, third party service providers to the Company could suspend or withdraw their services, which may have a material adverse effect on the Company’s business, revenues, operating results, financial condition or prospects.

Ability to Access Capital

Given the current U.S. federal laws regarding cannabis, traditional bank financing is typically not available to U.S. cannabis companies. Specifically, the federal illegality of marijuana in the U.S. means that financial transactions involving proceeds generated by cannabis-related conduct can form the basis for prosecution under money laundering statutes, the unlicensed money transmitter statute and the Bank Secrecy Act. As a result, businesses involved in the cannabis industry often have difficulty finding a bank willing to accept their business. Banks who do accept deposits from cannabis-related businesses in the U.S. must do so in compliance with the Cole Memorandum and the FinCEN guidance, both discussed above.

The Company requires equity and/or debt financing to support on-going operations, to undertake capital expenditures or to undertake acquisitions or other business combination transactions. There can be no assurance that additional financing will be available to the Company when needed or on terms which are acceptable. The Company’s inability to raise financing through traditional banking to fund on-going operations, capital expenditures or acquisitions could limit its growth and may have a material adverse effect upon the Company’s business, results of operations, financial condition or prospects.

If additional funds are raised through further issuances of equity or convertible debt securities, existing Company Shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to existing holders of SVS.

Heightened Scrutiny by Regulatory Authorities

For the reasons set forth above, the Company’s existing operations in the U.S., and any future operations or investments of the Company, may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities in Canada. As a result, the Company may be subject to significant direct and indirect interaction with public officials. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on the Company’s ability to operate or invest in any other jurisdictions, in addition to those described herein.

Change to government policy or public opinion may also result in a significant influence on the regulation of the cannabis industry in Canada, the U.S., or elsewhere. A negative shift in the public’s perception of medical or adult-use cannabis in the U.S. or any other applicable jurisdiction could affect future legislation or regulation, or enforcement. Such a shift could cause state jurisdictions to abandon initiatives or proposals to legalize medical or adult-use cannabis, thereby limiting the number of new state jurisdictions into which the Company could expand. Any inability to fully implement the Company’s business strategy in the states in which the Company currently operates or in the Company’s ability to expand its business into new states, may have a material adverse effect on the Company’s business, financial condition, and results of operations. See “Risk Factors” section of this MD&A.

Further, violations of any federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions, or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, asset forfeiture, and cessation of business activities or divestiture. Any enforcement action against the Company or any of its licensed operating facilities could have a material adverse effect on (1) the Company’s reputation, (2) the Company’s ability to conduct business, (3) the Company’s holdings (directly or indirectly) of medical or adult-use cannabis licenses in the U.S., (4) the listing or quoting of the Company’s securities on various stock exchanges, (5) the Company’s financial position, (6) the Company’s operating results, profitability, or liquidity, or (7) the market price of the Company’s publicly traded shares. In addition, it is difficult for the Company to estimate the time or resources that would be needed for the investigation of any such matters or their final resolution because the time and resources that may be necessary depend on the nature and extent of any information requested by the applicable authorities involved, and such time or resources could be substantial. See “Risk Factors” section of this MD&A. The Company’s business activities, and the business activities of its subsidiaries, while believed to be compliant with applicable U.S. state and local laws, currently are illegal under U.S. federal law.

Further to the indication by CDS Clearing and Depository Services Inc. (“CDS”), Canada's central securities depository, clearing and settling trades in the Canadian equity, fixed income and money markets that it would refuse to settle trades for cannabis issuers that have investments in the U.S., the TMX Group, the owner and operator of CDS, subsequently issued a statement in August 2017 reaffirming that there is no CDS ban on the clearing of securities of issuers with cannabis-related activities in the U.S., despite media reports to the contrary and that the TMX Group was working with regulators to arrive at a solution that will clarify this matter, which would be communicated at a later time.

In February 2018, following discussions with the Canadian Securities Administrators and recognized Canadian securities exchanges, the TMX Group announced the signing of a Memorandum of Understanding (“MOU”) with The Aequitas NEO Exchange Inc., the CSE, the Toronto Stock Exchange, and the TSX Venture Exchange. The MOU outlines the parties' understanding of Canada's regulatory framework applicable to the rules, procedures, and regulatory oversight of the exchanges and CDS as it relates to issuers with cannabis-related activities in the U.S. The MOU confirms, with respect to the clearing of listed securities, that CDS relies on the exchanges to review the conduct of listed issuers. As a result, there is currently no CDS ban on the clearing of securities of issuers with cannabis-related activities in the U.S. However, there can be no guarantee that this approach to regulation will continue in the future. If such a ban were to be implemented at a time when the SVS are listed on a stock exchange, it would have a material adverse effect on the ability of holders of SVS to make and settle trades. In particular, the SVS would become highly illiquid as until an alternative was implemented, investors would have no ability to affect a trade of securities through the facilities of the applicable stock exchange. Curaleaf has obtained eligibility with the Depository Trust Company (“DTC”) for its SVS quotation on the OTCQX® Best Market and such eligibility provides another possible avenue to clear the SVS in the event of a CDS ban. Revocation of DTC eligibility or implementation by DTC of a ban on the clearing of securities of issuers with cannabis-related activities in the U.S. would similarly have a material adverse effect on the ability of holders of the SVS to make and settle trades.

Compliance and Monitoring

As of the date of this MD&A, the Company believes that each of its licensed operating entities (a) holds all applicable licenses to cultivate, manufacture, possess, and/or distribute cannabis in each respective state, and (b) is in good standing and in material compliance with each respective state’s cannabis regulatory program. The Company’s subsidiaries in Florida and Oregon have been cited for regulatory non-compliance by the respective state cannabis regulator, which citations may result in immaterial fines and, in the case of Oregon, temporary suspension of one of its processing licenses in the state. The Company believes that neither regulatory action will have a material impact on its operations in either state. Otherwise, the Company is in material compliance with its obligations under state laws related to its cannabis cultivation, processing and dispensary licenses, other than minor violations that would not result in a material fine, suspension or revocation of any relevant license.

The Company uses reasonable commercial efforts to ensure that its business is in material compliance with laws and applicable licensing requirements and engages in the regulatory and legislative process nationally and in every state we operate through our compliance department, government relations department, outside government relations consultants, cannabis industry groups and legal counsel.

The compliance department consists of our Chief Compliance Officer (“CCO”), James Shorris, as well as regional and state-level compliance officers. Each compliance officer is charged with knowing the local regulatory process in the state or states for which he or she is responsible and for monitoring developments with their governing bodies. Each compliance officer regularly reports regulatory developments to the Company’s CCO through written and oral communications and are charged with the creation and implementation of plans regarding all regulatory developments. The Company’s CCO works with external legal advisors in the states in which the Company operates to ensure that the Company is in on-going compliance with applicable state laws.

The government relations department, consisting of Senior Vice President, Ed Conklin, and two vice presidents, works closely with Curaleaf management to develop relationships with local and state regulators, industry groups, and elected officials in order to effectively monitor and engage in the regulatory and legislative processes. The Company’s Government Relations Department develops strategies, engages legislative consultants, directly lobbies and works with third party groups to protect the Company’s right to operate and to advocate for legislation, regulations and oversight under which it can be successful.

Although the Company believes that its business activities are materially compliant with applicable and state and local laws of the U.S., strict compliance with state and local laws with respect to cannabis may neither absolve the Company of liability under U.S. federal law nor provide a defense to any federal proceeding which may be brought against the Company. Any such proceedings brought against the Company may result in a material adverse effect on the Company. The Company derives 100% of its revenues from the cannabis industry in certain states, which industry is illegal under U.S. federal law. Even where the Company’s cannabis-related activities are compliant with applicable state and local law, such activities remain illegal under U.S. federal law. The enforcement of relevant federal laws is a significant risk.

In addition to the above disclosure, please see “Risk Factors” for further risk factors associated with the operations of the Company and the Company.

RISK FACTORS

The Company’s results of operations, business prospects, financial positions, and achievement of strategic plans are subject to a number of risks and uncertainties and are affected by a number of factors which could have a material adverse effect on the Company’s business, financial condition, or future prospects. These risks should be considered when evaluating an investment in the Company and may, among other things, cause a decline in the price of the SVS. Other than as stated herein, the Company’s risks and uncertainties have not materially changed from those described in the “Risk Factors” section of the Company’s annual management’s discussion and analysis for the year ended December 31, 2021 filed on SEDAR on March 7, 2022 and the Company’s annual information form for the year ended December 31, 2021 filed on SEDAR on March 9, 2022. These documents can be found under the Company’s SEDAR profile at www.sedar.com and on its EDGAR profile at www.sec.gov/edgar/shtml.

Hemp-Derived THC Products

There has been a proliferation of companies selling THC-containing consumer products (some coupled with CBD ingredients and some without) that are distributed outside existing state sanctioned medical and adult use marijuana programs. These products, which contain Delta-9 or other tetrahydrocannabinols such as Delta-8, are held out as being derived from hemp that meets the 2018 Federal Farm Bill requirements for excluding cannabis hemp from the Controlled Substances Act, namely that the hemp product contains no more than .3% total THC by dry weight. Within these limits, these products may still contain THC in significant levels: as an example, a typical edible ‘gummy’ product weighing a total of 6 grams could contain up to 18 mg of THC in a serving while still remaining within the Farm Bill .3% limit. Many state-sanctioned marijuana programs currently allow THC content of up 10 mg per serving. Further, those marketing these products currently can do so outside the state regulated marijuana markets and thus are not subject to the regulatory restrictions of state marijuana programs nor are they subject to state marijuana taxes, factors that may give these competitors a commercial advantage over those companies that operate and distribute THC containing products solely in accord with existing state regulated programs. The growth of the market for intoxicating, hemp-derived THC products outside the state-regulated system may become a source of significant competition to the Company, although the Company has not assessed, and finds it difficult to assess the impact of such competition at this time.

Exhibit 99.3

Form 52-109F2R

Certification of Refiled Interim Filings

This certificate is being filed on the same date that Curaleaf Holdings, Inc. (the “issuer”) has refiled interim financial report and interim MD&A for the interim period ended March 31, 2022 presented under US GAAP.

I, Matt Darin, Chief Executive Officer of the issuer, certify the following:

1.	Review: I have reviewed the interim financial report and interim<br>MD&A (together, the “interim filings”) of the issuer for the interim period ended March 31, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the<br>interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that<br>is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings fairly present in all material respects<br>the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim<br>filings.
---	---

Date: May 1^st^, 2023

/s/ Matt<br> Darin
Matt Darin
Chief Executive Officer
NOTE TO READER<br><br> <br><br><br> <br>In contrast to the certificate required for non-venture<br> issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109),<br> this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls<br> and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying<br> officers filing this certificate are not making any representations relating to the establishment and maintenance of<br><br> <br><br><br> <br>i)               controls<br> and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings,<br> interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within<br> the time periods specified in securities legislation; and<br><br> <br><br><br> <br>ii)              a<br> process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with the issuer’s GAAP.<br><br> <br><br><br> <br>The issuer’s certifying officers are responsible<br> for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this<br> certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and<br> implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability,<br> transparency and timeliness of interim and annual filings and other reports provided under securities legislation
---

Exhibit 99.4

Form 52-109F2R

Certification of Refiled Interim Filings

I, Ed Kremer, Chief Financial Officer of the issuer, certify the following:

1.	Review: I have reviewed the interim financial report and interim<br>MD&A (together, the “interim filings”) of the issuer for the interim period ended March 31, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the<br>interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that<br>is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings fairly present in all material respects<br>the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim<br>filings.
---	---

Date: May 1^st^, 2023

/s/ Ed Kremer
Ed Kremer
Chief Financial Officer
NOTE TO READER<br><br> <br><br><br> <br>In contrast to the certificate required for non-venture<br> issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109),<br> this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls<br> and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying<br> officers filing this certificate are not making any representations relating to the establishment and maintenance of<br><br> <br><br><br> <br>i)               controls<br> and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings,<br> interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within<br> the time periods specified in securities legislation; and<br><br> <br><br><br> <br>ii)              a<br> process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with the issuer’s GAAP.<br><br> <br><br><br> <br>The issuer’s certifying officers are responsible<br> for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this<br> certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and<br> implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability,<br> transparency and timeliness of interim and annual filings and other reports provided under securities legislation
---

Exhibit 99.5

CURALEAF HOLDINGS, INC.

Amended and Restated Unaudited Condensed Interim Consolidated Financial Statements

As of and for the Three and Six Months Ended

June 30, 2022 and 2021

(Expressed in Thousands United States DollarsUnless Otherwise Stated)

Notice to Reader

Curaleaf Holdings, Inc. (the “Company”, “Curaleaf” or the “Group”) now prepares its financial statements filed with the Canadian Securities Administrators and with the Securities and Exchange Commission in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). As required pursuant to section 4.3(4) of National Instrument 51-102 - Continuous Disclosure Obligations, the Company must restate its amended and restated condensed consolidated interim financial statements for the three and six months ended June 30, 2022 and 2021 (the “Amended and Restated Interim Financial Statements”) in accordance with U.S. GAAP, such Amended and Restated Interim Financial Statements having previously been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board. The Amended and Restated Interim Financial Statements are current as of June 30, 2022 and provide financial information for the three and six months ended June 30, 2022, as amended and restated on May 1, 2023, solely to reflect the fact that the Amended and Restated Interim Financial Statements are now prepared in accordance with U.S. GAAP. Other than as expressly set forth above, the Amended and Restated Interim Financial Statements do not, and do not purport to, update or restate the information in the original unaudited condensed consolidated financial statements or reflect any events that occurred after the date of the filing of the original unaudited condensed consolidated financial statements.

	Page(s)
Amended and Restated Condensed Interim Consolidated Financial Statements
Amended and Restated Condensed Interim Consolidated Balance Sheets	1
Amended and Restated Condensed Interim Consolidated Statements of Operations (Unaudited)	2
Amended and Restated Condensed Interim Consolidated Statements of Comprehensive Income (Loss)	3
Amended and Restated Condensed Interim Consolidated Statements of Shareholders’ Equity	4
Amended and Restated Condensed Interim Consolidated Statements of Cash Flows (Unaudited)	5
Notes to Amended and Restated Condensed Interim Consolidated Financial Statements	6-42

Curaleaf Holdings, Inc.

Amended and Restated Condensed Interim ConsolidatedBalance Sheets

(in thousands)

		As of
	Note	June 30, 2022			December 31, 2021
		Unaudited			Audited
Assets
Current assets:
Cash and cash equivalents		$	187,116		$	299,329
Accounts receivable, net	3		64,654			60,425
Inventories, net	5		291,709			248,146
Assets held for sale	6		115,477			80,736
Prepaid expenses and other current assets			41,379			35,670
Current portion of notes receivable	7		—			2,315
Total current assets			700,335			726,621
Deferred tax asset			2,701			2,155
Notes receivable	7		—			842
Property, plant and equipment, net	8		555,775			525,825
Right-of-use assets, finance lease	9		113,258			103,035
Right-of-use assets, operating lease	9		86,418			76,048
Intangible assets, net	10		1,185,162			1,036,054
Goodwill	10		662,329			605,834
Investments			3,646			4,401
Other assets	4		52,730			24,256
Total assets		$	3,362,354		$	3,105,071
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	21	$	73,942		$	26,751
Accrued expenses			88,706			86,966
Income tax payable			124,321			139,172
Lease liability, finance lease	9		6,267			4,565
Lease liability, operating lease	9		14,769			12,745
Current portion of notes payable	11		2,035			1,966
Current contingent consideration liability	4, 21		20,963			9,155
Liabilities held for sale	6		18,464			18,581
Financial obligation	9		5,463			4,171
Other current liabilities			28,861			12,168
Total current liabilities			383,791			316,240
Deferred tax liability			293,385			257,784
Notes payable	11		607,188			457,917
Lease liability, finance lease	9		119,275			109,712
Lease liability, operating lease	9		75,020			65,498
Contingent consideration liability	4, 21		1,874			28,839
Financial obligation	9		185,225			153,559
Other long-term liability			92,192			50,429
Total liabilities			1,757,950			1,439,978
Temporary Equity:
Redeemable non-controlling interest contingency	13		110,990			118,972
Shareholders’ equity:
Additional paid-in capital			2,067,209			2,047,534
Treasury shares			(5,208	)		(5,208	)
Accumulated other comprehensive income			(20,825	)		(6,744	)
Accumulated deficit			(547,762	)		(489,461	)
Total shareholders’ equity			1,493,414			1,546,121
Total liabilities and shareholders’ equity		$	3,362,354		$	3,105,071

The accompanying notes are an integral part of these amended and restated unaudited condensed interim consolidated financial statements.

| 1 |

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Curaleaf Holdings, Inc.

Amended and RestatedCondensed Interim Consolidated Statements of Operations

(in thousands, except for share and per share amounts)

		Three months ended June 30,						Six months ended June 30,
	Note	2022			2021			2022			2021
Revenues:
Retail and wholesale revenues		$	332,524		$	310,582		$	641,641		$	570,465
Management fee income			1,230			711			2,483			1,148
Total revenues			333,754			311,293			644,124			571,613
Cost of goods sold			154,894			158,667			305,014			291,533
Gross profit			178,860			152,626			339,110			280,080
Operating expenses:
Selling, general and administrative	15		112,644			91,301			217,788			175,060
Share-based compensation	14		8,258			12,301			15,930			18,049
Depreciation and amortization	8, 9, 10		28,220			21,540			55,366			38,840
Total operating expenses			149,122			125,142			289,084			231,949
Income from operations			29,738			27,484			50,026			48,131
Other income (expense):
Interest income			10			278			69			366
Interest expense	11		(14,308	)		(12,008	)		(27,454	)		(23,911	)
Interest expense related to lease liabilities and financial obligations	9		(7,537	)		(6,900	)		(14,869	)		(13,132	)
Other income, net	16		18,520			2,768			19,830			2,469
Total other expense, net			(3,315	)		(15,862	)		(22,424	)		(34,208	)
Income before provision for income taxes			26,423			11,622			27,602			13,923
Income tax expense			(48,185	)		(37,665	)		(87,628	)		(66,527	)
Net loss			(21,762	)		(26,043	)		(60,026	)		(52,604	)
Less: Net income (loss) attributable to non-controlling interest			127			(2,941	)		(1,648	)		(2,941	)
Net loss attributable to Curaleaf Holdings, Inc.		$	(21,889	)	$	(23,102	)	$	(58,378	)	$	(49,663	)
Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted	17	$	(0.03	)	$	(0.03	)	$	(0.08	)	$	(0.07	)
Weighted average common shares outstanding – basic and diluted	17		709,965,526			701,668,932			709,434,324			691,909,375

The accompanying notes are an integral part of these amended and restated unaudited condensed interim consolidated financial statements.

| 2 |

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Curaleaf Holdings, Inc.

Amended and RestatedCondensed Interim Consolidated Statements of Comprehensive Loss

(in thousands)

	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
Net loss		(21,762	)		(26,043	)		(60,026	)		(52,604	)
Foreign currency translation differences		(14,991	)		2,212			(20,061	)		2,212
Total comprehensive loss		(36,753	)		(23,831	)		(80,087	)		(50,392	)
Less: Comprehensive loss attributable to non-controlling interest		(4,595	)		(2,237	)		(8,007	)		(2,237	)
Comprehensive loss attributable to Curaleaf Holdings, Inc.	$	(32,158	)	$	(21,594	)	$	(72,080	)	$	(48,155	)

The accompanying notes are an integral part of these amended and restated unaudited consolidated financial statements

| 3 |

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Curaleaf Holdings, Inc.

Amended and Restated Condensed Interim ConsolidatedStatements of Shareholders’ Equity (Unaudited)

(in thousands, except for share amounts)

	Redeemable			Common<br> Shares				Additional						Accumulated<br><br> Other						Total<br> Curaleaf <br><br> Holdings Inc.					Redeemable<br> <br><br> Non-Controlling			Total
	Noncontrolling			Number<br> of Shares				Paid-in			Treasury			Comprehensive			Accumulated			Shareholders'			Non-Controlling		Interest			Shareholders'
	Interest			SVS		MVS		Capital			Shares			Income			Deficit			Equity			Interest		Contingency			Equity
Balances as of<br> December 31, 2021	$	—			569,831,140		93,970,705	$	1,563,262		$	(5,208	)	$	—		$	(280,691	)	$	1,277,363		$	2,093	$	(2,694	)	$	1,276,762
Issuance of<br> shares in connection with public offering		—			18,975,000		—		239,310			—			—			—			239,310			—		—			239,310
Issuance of<br> shares in connection with acquisitions		—			16,426,167		—		185,979			—			—			—			185,979			—		—			185,979
Initial NCI<br> - Curaleaf International		130,798			—		—		—			—			—			—			—			—		—			—
Foreign currency<br> exchange variance		704			—		—		—			—			1,508			—			1,508			—		—			1,508
Exercise and<br> forfeiture of stock options		—			4,057,514		—		2,667			—			—			—			2,667			—		—			2,667
Share-based<br> compensation		—			—		—		18,049			—			—			—			18,049			—		—			18,049
Net<br> loss		(2,941	)		—		—		—			—			—			(49,663	)		(49,663	)		—		—			(49,663	)
Balances as of June 30, 2021	$	128,561			609,289,821		93,970,705	$	2,009,267		$	(5,208	)	$	1,508		$	(330,354	)	$	1,675,213		$	2,093	$	(2,694	)	$	1,674,612
Balances as of December 31,<br> 2021	$	118,972			614,369,729		93,970,705	$	2,047,534		$	(5,208	)	$	(6,744	)	$	(489,461	)	$	1,546,121		$	—	$	—		$	1,546,121
Issuance of<br> shares in connection with acquisitions		—			495,998		—		835			—			—			—			835			—		—			835
Foreign currency<br> exchange variance		(6,359	)		—		—		—			—			(13,702	)		—			(13,702	)		—		—			(13,702	)
Exercise and<br> forfeiture of stock options		—			1,147,481		—		(825	)		—			—			—			(825	)		—		—			(825	)
Reclassifications		25			—		—		3,735			—			(379	)		77			3,433			—		—			3,433
Share-based<br> compensation		—			152,508		—		15,930			—			—			—			15,930			—		—			15,930
Net<br> loss		(1,648	)		—		—		—			—			—			(58,378	)		(58,378	)		—		—			(58,378	)
Balances as of June 30, 2022	$	110,990			616,165,716		93,970,705	$	2,067,209			(5,208	)	$	(20,825	)	$	(547,762	)	$	1,493,414		$	—	$	—		$	1,493,414

The accompanying notes are an integral part of these amended and restated unaudited condensed consolidated financial statements.

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Curaleaf Holdings, Inc.

Amended and RestatedCondensed Interim Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Six months ended June 30,
	2022			2021
Cash flows from operating activities:
Net Loss	$	(60,026	)	$	(52,604	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		76,297			54,765
Share-based compensation		15,930			18,049
Non-cash interest expense		4,093			1,068
Amortization of operating lease right-of-use assets		7,014			7,002
(Gain) loss on debt retirement		(1	)		—
Loss on sale or retirement of asset		(1,796	)		(990	)
(Gain) loss on investment		(14,852	)		—
Deferred taxes		(11,411	)		(2,939	)
Changes in assets and liabilities:
Receivables		(3,445	)		(11,135	)
Inventories		(41,439	)		(69,942	)
Prepaid expenses and other current assets		(5,398	)		(13,239	)
Other assets		(28,475	)		3,246
Accounts payable		38,174			(4,516	)
Income taxes payable		23,301			(48,241	)
Operating leases, net (right-of-use asset acquisitions and disposals)		—			141
Operating lease liabilities		(5,844	)		(6,126	)
Accrued expenses		(1,799	)		35,734
Net cash used in operating activities		(9,677	)		(89,727	)
Cash flows from investing activities:
Purchase of property, plant and equipment, net		(60,252	)		(96,025	)
Dispositions of property and equipment		—			22,682
Proceeds from sale of entities		2,964			24,884
Proceeds from consolidation of acquisitions		21,132			11,365
Acquisition related cash payments		(96,089	)		—
Payments received on notes receivable		2,315			2,405
Cash acquired from acquisition		—			1,526
Amounts advanced for notes receivable, net of payments received		—			(367	)
Net cash used in investing activities		(129,930	)		(33,530	)
Cash flows from financing activities:
Proceeds from financing agreement		—			54,599
Minority interest investment in Curaleaf International		—			86,957
Debt issuance costs		—			(681	)
Proceeds from financing transactions		40,203			19,947
Lease liability payments		(2,288	)		(2,250	)
Principal payments on notes payable and financing liabilities		(2,379	)		(8,622	)
Remittances of statutory withholdings on share-based payment awards		(3,562	)		(9,750	)
Exercise of stock options		(826	)		2,667
Issuance of common shares, net of issuance costs		—			240,569
Net cash provided by financing activities		31,148			383,436
Net (decrease) increase in cash		(108,459	)		260,179
Cash beginning balance		299,329			73,542
Effect of exchange rate on cash		(3,754	)		71
Cash and cash equivalents	$	187,116		$	333,792
Non-cash investing & financing activities:
Issuance of shares in connection with acquisitions	$	835		$	185,979
Issuance of notes in connection with acquisitions		145,433			—
Contingent consideration incurred in connection with acquisitions		4,005			9,155
Non-cash acquisition consideration		—			45,211
Gain (loss) on sale of entities		—			(582	)
Equity Issuance		—			(1,262	)
Supplemental disclosure of cash flow information:
Cash paid for taxes		109,610			(82,593	)
Cash paid for interest		19,174			(1,269	)

The accompanying notes are an integral part of these amended and restated unaudited condensed interim consolidated financial statements.

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Curaleaf Holdings, Inc.

Notes to Amended andRestated Condensed Interim Consolidated Financial Statements (Unaudited)

(in thousands, except for gram, share and per share amounts)

Note 1 — Operations of the company

Curaleaf Holdings, Inc. (the “Company”, “Curaleaf'' or the "Group"), was incorporated under the laws of British Columbia, Canada on November 13, 2014. Curaleaf operates as a life science company developing full scale cannabis operations, with core competencies in cultivation, manufacturing, dispensing, and cannabis research.

Note 2 — Basis of presentation

Functional and presentation currency

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Basis of consolidation

These Amended and Restated Interim Financial Statements include the financial information of the Company and its majority-owned or controlled subsidiaries. All intercompany balance and transactions are eliminated in consolidation. The Company consolidates legal entities in which it holds a controlling financial interest. The Company follows a two-tier consolidation assessment model, first focusing on a qualitative assessment of the Company’s ability to exercise power over significant activities and have exposure to potentially significant benefits or losses (the variable interest model), and second focusing on voting rights (the voting interest model). All entities are first evaluated to determine if they are variable interest entities (“VIEs”). If an entity is determined not to be a VIE, it is assessed on the basis of voting and other decision-making rights under the voting interest model. The Company has determined that they possess the power to direct activities of their consolidated VIEs through management service agreements (see Note 22 —Variable interest entities), or other similar arrangements.

The following are the accounts of the Company and its subsidiaries and other entities consolidated on a basis other than of ownership in these Amended and Restated Interim Financial Statements:

Business name	Operations <br> Location
CLF AZ, Inc.	AZ	100	%	100	%
CLF NY, Inc.	NY	100	%	100	%
Curaleaf CA, Inc.	CA	100	%	100	%
Curaleaf KY, Inc.	KY	100	%	100	%
Curaleaf Massachusetts, Inc.	MA	100	%	100	%
Curaleaf MD, LLC	MD	100	%	100	%
Curaleaf OGT, Inc.	OH	100	%	100	%
Curaleaf PA, LLC	PA	100	%	100	%
Curaleaf, Inc.	MA	100	%	100	%
Focused Investment Partners, LLC	MA	100	%	100	%
CLF Maine, Inc.	ME	100	%	100	%
PalliaTech CT, Inc.	CT	100	%	100	%
CLF Oregon, LLC (formerly PalliaTech OR, LLC)	OR	100	%	100	%
PalliaTech Florida, Inc.	FL	100	%	100	%
PT Nevada, Inc.	NV	100	%	100	%
CLF Sapphire Holdings, Inc.	OR	100	%	100	%
Curaleaf NJ II, Inc.	NJ	100	%	100	%
Focused Employer, Inc.	MA	100	%	100	%
GR Companies, Inc.	IL	100	%	100	%
CLF MD Employer, LLC	MD	100	%	100	%
Curaleaf Columbia, LLC (formerly HMS Sales, LLC)	MD	100	%	100	%
MI Health, LLC	MD	100	%	100	%
Curaleaf Compassionate Care VA, LLC	VA	100	%	100	%
Curaleaf UT, LLC	UT	100	%	100	%
Curaleaf Processing, Inc	MA	100	%	100	%
Virginia's Kitchen, LLC	CO	100	%	100	%
Cura CO LLC	CO	100	%	100	%
Curaleaf Stamford, Inc.	CT	100.0	%	100.0	%
Curaleaf International Holdings Limited	Guernsey	68.5	%	68.5	%
CLF MD Processing, LLC	MD	—		—
Windy City Holding Company, LLC	IL	—		—
Grassroots OpCo AR, LLC	IL	—		—
Remedy Compassion Center, Inc	ME	—		—
Primary Organic Therapy, Inc (d/b/a Maine Organic Therapy)	ME	—		—

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All intercompany balances and transactions are eliminated on consolidation.

Non-controlling interests (“NCI”)

Summary of significant accounting policies

The most significant assumptions and estimates underlying these Amended and Restated Interim Financial Statements are described below.

Consolidation

Accounts Receivable

Revenue recognition

Revenue is recognized by the Company in accordance with ASU 2014-09*, Revenue from Contracts with Customers (Topic 606)* (“ASC 606”). Through application of the standard, the Company recognizes revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

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In order to recognize revenue under ASC 606, the Company applies the following five (5) steps:

i.	Identify a customer along with a corresponding contract;
ii.	Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer;
iii.	Determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a<br>customer;
iv.	Allocate the transaction price to the performance obligation(s) in the contract; and
v.	Recognize revenue when or as the Company satisfies the performance obligation(s).

For some of its locations, the Company offers a loyalty reward program to its dispensary customers. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. As of June 30, 2022 and December 31, 2021, the loyalty liability totaled $10.0 million and $8.7 million, respectively, and is included in the accrued liabilities on the Amended and Restated Condensed Interim Consolidated Balance Sheets.

Accounting for acquisitions and business combinations

Classification of an acquisition as a business combination or asset acquisition can depend on whether the asset acquired constitutes a business, which can be a complex judgment.

Share-based payment arrangements

Goodwill impairment

Inventory

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Income taxes

Assets held for sale

COVID-19 estimation uncertainty

New, amended and future GAAP pronouncements

New Accounting Guidance - Recently Adopted

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New Accounting Guidance - Not Yet Adopted

The Company reviews recently issued accounting standards on a quarterly basis and has determined there are no standards yet to be adopted which are relevant to the business for disclosure.

Note 3 — Accounts receivable

Accounts receivable consist of the following:

	As of,
	June 30, 2022			December 31, 2021
Trade accounts receivable	$	69,374		$	60,063
Other receivables		1,561			5,790
Transferred to assets held for sale		(25	)		—
Total trade and other receivables		70,910			65,853
Less: allowance for credit losses		(6,256	)		(5,428	)
Accounts receivable, net	$	64,654		$	60,425

Note 4 — Acquisitions

A summary of acquisitions completed during the six months ended June 30, 2022 and the year ended December 31, 2021 is provided below:

	As of June 30, 2022
Purchase price allocation	Bloom Dispensaries ^(1)^			Sapphire Medical Clinics Limited ^(2)^			NRPC Management, LLC ^(2)^
Assets acquired:
Cash	$	18,821		$	45		$	—
Accounts receivable, net		804			139			2
Prepaid expenses and other current assets		381			36			—
Inventory		3,694			—			185
Property, plant and equipment, net		5,225			—			—
Right-of-use assets		14,265			—			—
Other assets		122			40			—
Intangible assets:
Licenses		174,770			17,181			21,448
Trade name		2,230			—			—
Non-compete agreements		1,260			—			—
Goodwill		60,680			—			—
Deferred tax liabilities		(42,713	)		(3,264	)		(5,555	)
Liabilities assumed		(25,315	)		(5,417	)		(3,318	)
Consideration transferred ^(3)^	$	214,224		$	8,760		$	12,762

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| --- | | | Year ended December 31, 2021 | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Purchase price allocation | EMMAC ^(1)^ | | | Grassroots Maryland ^(1)^ | | | Ohio Grown Therapies^(2)^ | | Los Sueños Farms, LLC ^(1)^ | | | | Assets acquired: | | | | | | | | | | | | | Cash | $ | 1,490 | | $ | 11,976 | | $ | — | $ | 1,121 | | | Accounts receivable, net | | 3,393 | | | 2,424 | | | — | | 1,003 | | | Prepaid expenses and other current assets | | 535 | | | 66 | | | — | | 38 | | | Inventory | | 7,101 | | | 5,714 | | | — | | 12,036 | | | Property, plant and equipment, net | | 7,549 | | | 19,448 | | | — | | 8,975 | | | Right-of-use assets | | 4,360 | | | 726 | | | — | | 2,043 | | | Other assets | | 9,848 | | | 689 | | | — | | 20 | | | Intangible assets: | | | | | | | | | | | | | Licenses | | 228,442 | | | 112,460 | | | 20,000 | | 1,200 | | | Trade name | | 11,156 | | | — | | | — | | — | | | Non-compete agreements | | 3,294 | | | — | | | — | | 140 | | | Know-how | | 119 | | | — | | | — | | 3,020 | | | Customer List | | — | | | — | | | — | | 500 | | | Goodwill | | 64,252 | | | 20,346 | | | — | | 32,324 | | | Deferred tax liabilities | | (49,853 | ) | | (33,235 | ) | | — | | (2,870 | ) | | Liabilities assumed | | (24,134 | ) | | (8,382 | ) | | — | | (3,391 | ) | | Consideration transferred | $ | 267,552 | | $ | 132,232 | | $ | 20,000 | $ | 56,159 | |

(1) Acquisition accounted for as a business combination under ASC 805.

(2) Acquisition accounted for as an asset acquisition with the application of the ASC 805.

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets or liabilities of an acquired business, and is not deductible for tax purposes. Goodwill arising from acquisitions consists largely of the synergies and economies of scale expected from combining the operations of the businesses, providing the opportunity to expand our products into new markets, as well as other intangibles that do not qualify for separate recognition. These synergies include the elimination of redundant facilities and functions and the use of the Company’s existing commercial infrastructure to expand sales.

2022 acquisitions

Bloom Dispensaries

Total consideration for Bloom consisted of $68.8 million in cash, which included a working capital adjustment of $17.7 million, and three promissory notes with face values of $50 million, $50 million, and $60 million due, respectively, on the first, second and third anniversary of closing of the transaction. At the option of the sellers of Bloom, the third promissory note may be paid by the Company issuing SVS on the third anniversary of closing. The notes are recourse only to the membership interests of Bloom and will not be guaranteed by any Curaleaf entity. The total fair value of the promissory notes at the date of acquisition was $145.4 million, resulting in total consideration paid for the Bloom dispensaries of $214.2 million. The acquisition remains subject to post-closing adjustments, and as of the reporting date, the Company was still in the process of finalizing purchase price accounting. During the period ended June 30, 2022, the Company recorded measurement period adjustments to the purchase price allocation recorded as of March 31, 2022. The measurement period adjustments resulted in a decrease to goodwill in the amount of $2.2 million as a result of a decrease in total consideration paid as a result of a working capital adjustment. The Company has incurred and expensed to date transaction costs of approximately $0.4 million related to the acquisition of Bloom.

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The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the Bloom acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the Bloom acquisition, total unaudited pro forma revenue and net loss for the six months ended June 30, 2022 was $24.3 million and $18.0 million, respectively.

Revenue and net loss from Bloom included in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the six months ended June 30, 2022 was $20.7 million and $18.6 million, respectively.

Sapphire Medial Clinics Limited

On January 31, 2022, Curaleaf International Limited, a wholly owned subsidiary of Curaleaf International, acquired 100% of the equity interests of Sapphire Medical Clinics Limited (“Sapphire Medical”), a CQC registered private medical cannabis clinic providing telemedicine and face to face consultations to patients in the United Kingdom (“U.K.”). The transaction represents a compelling opportunity to enhance the Company’s vertical integration of the business within the U.K. Under the terms of the agreement, the Company paid cash consideration of $6.7 million. An incremental earnout may be paid in 2023 based on the Sapphire Medical business exceeding certain revenue, script, and active patient count milestones during 2022. The total contingent consideration liability related to the Sapphire Medical acquisition earnout had a fair value of $2.1 million at the date of acquisition, resulting in total consideration of $8.8 million. As of the reporting date, the Company was still in the process of finalizing purchase price accounting. During the period ended June 30, 2022, the Company recorded measurement period adjustments to the purchase price allocation recorded as of March 31, 2022. The measurement period adjustments resulted in an increase to intangibles of $0.8 million and an increase to deferred tax liabilities in the amount of $0.8 million. The Company incurred and capitalized transaction costs of approximately $0.1 million related to the acquisition of Sapphire Medical.

The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the Sapphire Medical acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the Sapphire Medical acquisition, total unaudited pro forma revenue and net loss for the six months ended June 30, 2022 was $1.2 million and $0.7 million, respectively.

Revenue and net loss from Sapphire Medical included in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the six months ended June 30, 2022 was $1.1 million and $1.3 million, respectively.

NRPC Management, LLC

On May 12, 2022, the Company completed the acquisition of NRPC Management, LLC (“NRPC Management”). Natural Remedy Patient Center, LLC (“NRPC”) a Safford, Arizona dispensary, operates pursuant to a Management Services Agreement with NRPC Management. NRPC was granted a Medical Marijuana Dispensary Registration Certificate and a Marijuana Establishment License allowing NRPC to lawfully engage in medical and recreational marijuana operations and sales in the State of Arizona. The acquisition of NRPC Management aligns with the Company’s strategy to continue expanding domestic operations. The Company plans to relocate the NRPC licenses to the Scottsdale dispensary later this year.

The aggregate consideration paid by the Company to acquire NRPC Management was comprised of approximately $9.9 million of cash and the issuance of 164,098 SVS which had a fair value, based on a third-party valuation taking into account transfer restrictions and the time value of money, of approximately $0.8 million at the time of the acquisition. $2.0 million of additional consideration may become payable following successful settlement of pending litigation. The total consideration for NRPC was $12.8 million. The acquisition remains subject to post-closing adjustments, and the Company is still in the process of finalizing purchase price accounting. The Company has incurred immaterial transaction costs related to the acquisition of NRPC Management.

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The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the NRPC Management acquisition, total unaudited pro forma revenue and net loss for the six months ended June 30, 2022 was $2.2 million and $1.0 million, respectively.

Revenue and net income from NRPC Management included in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the six months ended June 30, 2022 was $0.4 million and $0.2 million, respectively.

2021 acquisitions

EMMAC Life Sciences Limited, a corporation existing under the lawsof England and Wales

On April 7, 2021, Curaleaf International completed the acquisition of EMMAC (the “EMMAC Transaction”), in order to establish the Company’s presence and position the Company for continued growth in the European cannabis market. Base consideration for the EMMAC Transaction consisted of (i) approximately $45.2 million in cash, (ii) the issuance of 15,714,390 SVS to benefit the former holders of ordinary shares of EMMAC with a fair value, based on a third party valuation that takes into account transfer restrictions and the time value of money, of approximately $178.6 million and (iii) 706,105 SVS to be held in escrow in accordance with the terms of the share purchase agreement with a fair value of approximately $7.4 million. The portion of the consideration paid through the issuance of SVS is subject to a lock-up agreement with each recipient restricting trading of the SVS received, with an initial release of 5% of SVS from such restrictions at closing, and subsequent release of 5% of SVS from such restrictions at the end of each calendar quarter following the closing of the EMMAC Transaction.

Additional consideration may become payable based upon the successful achievement of certain performance milestones including being permitted by a governmental entity in Europe to sell, produce, market, or distribute cannabis for recreational purposes on a temporary, trial, experimental, interim, study, or pilot basis, achieving revenue targets in 2022 in the U.K. and Germany markets, and dry flower production at the Terra Verde cultivation facilities of at least 10 tons during 2022. The total contingent consideration, consisting of both cash and share components, related to the EMMAC Transaction had a fair value of $27.2 million as of the acquisition date. As of June 30, 2022, the Company determined that the earn-out criteria for the potential payout related to dry flower production at the Terra Verde cultivation facilities would not be met, and as a result the Company recorded a gain of $5.5 million within “Other income” within the Amended and Restated Condensed Interim Consolidated Statement of Operations.

The Company also assumed a contingent consideration liability related to the EMMAC acquisition of Terra Verde in 2020, which had a fair value of $9.2 million and was subsequently paid out during the three months ended March 31, 2022. After working capital adjustments at closing, the total consideration for EMMAC was $267.6 million. In April 2022, the Company finalized purchase price accounting. Aggregate measurement period adjustments to the purchase price allocation recorded and translated as of the date of the acquisition resulted in a decrease to accounts receivable, net of $15.9 million, an increase to prepaid expenses and other current assets of $0.5 million, a decrease to inventory of $2.8 million, an increase to other assets of $8.7 million, an increase to licenses of $1.3 million, a decrease to tradenames of $1.2 million, an increase to know-how of $0.1 million, a decrease to goodwill of $28.5 million, a decrease to deferred tax liabilities of $22.3 million, and a decrease to liabilities assumed of $13.5 million.

Maryland Compassionate Care and Wellness, LLC(“MCCW”)

Through its acquisition of Grassroots in 2020, the Company acquired an option to purchase MCCW from its sole owner, KDW Maryland Holding Corporation (“KDW”), subject to regulatory approval, which was received on May 1, 2021. MCCW is the holder of cultivation, processing, and dispensary licenses in Maryland and the sole owner of each of GR Vending MD Management, LLC and GR Vending MD, LLC. Total consideration paid for MCCW was $132.2 million of the total Grassroots consideration that had been allocated as prepaid acquisition consideration.

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Ohio Grown Therapies, LLC, an Ohio limitedliability company (“OGT”)

Los Sueños Farms, LLC and its relatedentities

Following pre-closing adjustments, the aggregate consideration paid by the Company to acquire Los Sueños was comprised of (i) approximately $20.6 million payable in cash, (ii) the cash payoff of two notes in the aggregate amount of $9.4 million and (iii) the issuance of 2,539,474 SVS to the former owners of Los Sueños having a fair value, based on a third- party valuation taking into account transfer restrictions and the time value of money, of approximately $23.5 million. The portion of the consideration paid through the issuance of SVS was subject to a regulatory “hold period” and is subject to a lock-up agreement with each recipient restricting trading of the SVS received, with an initial release of 20% of the SVS from such restrictions upon closing, and subsequent releases of 5% of the SVS from such restrictions at the end of each calendar quarter following closing. Additional consideration may become payable by the Company based upon the successful achievement of certain performance milestones including achieving cash flow targets in 2022 and obtaining enhanced tier licenses. The aggregate contingent consideration related to Los Sueños has a fair value of $2.7 million. During the measurement period, the Company reclassified $2.7 million of the contingent consideration from liabilities to equity. During the first quarter of 2022, the Company issued 331,900 SVS to the former owners of Los Sueños for the successful obtainment of enhanced tiered licensing. During the period ended June 30, 2022, the Company recorded measurement period adjustments to the purchase price allocation recorded as of December 31, 2021. The measurement period adjustments resulted in an increase to cash of $0.04 million, an increase to accounts receivable, net in the amount of $0.2 million, a decrease to inventory in the amount of $0.6 million, an increase to goodwill in the amount of $0.1 million, and a decrease to liabilities assumed of $0.2 million.

Pending acquisition

The Company has signed definitive agreements in connection with the following acquisitions, but such acquisitions were not completed during the time between June 30, 2022 and the issuance of the Amended and Restated Interim Financial Statements. The Company has concluded that it does not control the operations of the acquirees in accordance with ASC 810, and accordingly, the results of the following entities are not included in the Amended and Restated Interim Financial Statements:

Tryke Companies

On October 4, 2022, the Company completed its acquisition of Tryke Companies (dba Reef Dispensaries) (“Tryke”), a privately held, vertically integrated, multi-state cannabis operator.

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Pueblo West Organics

Four 20 Pharma GmbH

Deseret Wellness LLC

Contingent consideration

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The changes in the contingent consideration account balance as of June 30, 2022 are as follows:

	MEOT			EMMAC			Los Sueños			Sapphire			NRPC			Total
Carrying amount, December 31, 2021		44			35,260			2,690			-			-			37,994
Contingent consideration recognized on acquisition		-			-			-			2,071			2,000			4,071
Payments of contingent consideration		-			(8,744	)		1			-			-			(8,743	)
Revaluation of contingent consideration		-			667			(2,689	)		-			-			(2,022	)
Difference in exchange		-			(2,779	)		-			(197	)		-			(2,976	)
Gain on contingent consideration not paid		-			(5,487	)		-			-			-			(5,487	)
Carrying amount, June 30, 2022		44			18,917			2			1,874			2,000			22,837
Less: current portion		(44	)		(18,917	)		(2	)		-			(2,000	)		(20,963	)
Non-current contingent consideration liability	$	-		$	-		$	-		$	1,874		$	-		$	1,874

Note 5 — Inventories

Inventories consist of the following:

	As of
	June 30, 2022			December 31, 2021
Raw materials
Cannabis	$	69,517		$	67,505
Non-Cannabis		25,359			20,104
Total raw materials		94,876			87,609
Work-in-process		116,016			91,001
Finished goods		84,512			71,646
Transferred to assets held for sale		(3,695	)		(2,110	)
Inventories, net	$	291,709		$	248,146

Note 6 — Assets and liabilities heldfor sale

Changes in the carrying amount of assets and liabilities held for sale are as follows:

Assets held for sale	GR Entities		Eureka			Total
Balance at December 31, 2021		77,504		3,232			80,736
Transferred in/(out)		35,210		(469	)		34,741
Total assets held for sale at June 30, 2022	$	112,714	$	2,763		$	115,477
Liabilities associated with assets held for sale	GR Entities			Eureka		Total
---	---	---	---	---	---	---	---	---
Balance at December 31, 2021		18,577			4		18,581
Transferred in/(out)		(123	)		6		(117	)
Total liabilities associated with assets held for sale at June 30, 2022	$	18,454		$	10	$	18,464

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Former Grassroots Entities (“GR Entities”)

Through the acquisition of Grassroots, the Company has retained a transferable right to acquire from former Grassroots affiliates companies that currently own three licensed Illinois medical dispensaries and nine adult use dispensaries (collectively, the “Illinois Assets”). The right to acquire the Illinois Assets may be exercised through the conversion of certain debt which the Company treats as intercompany debt. Therefore, there would not be any accounting expense to the Company should it exercise the right to acquire the Illinois Assets. Pursuant to the Grassroots Merger Agreement, the proceeds net of expenses and taxes from the sale of Curaleaf’s rights to the Illinois Assets shall be shared by the Company with the former owners of Grassroots as follows: (i) the first $25 million of net proceeds shall be retained by the Company; (ii) the next $25 million of net proceeds shall be remitted to the former Grassroots owners; and (iii) the Company shall keep 50% of the net proceeds above $50 million, and the other 50% shall be remitted to the Grassroots owners (the “Illinois Waterfall Payment”). Also pursuant to the Grassroots Merger Agreement, the former Grassroots owners have the right, which became exercisable as of July 23, 2022, to demand that, in lieu of receipt of a portion of the Illinois Waterfall Payment, that Curaleaf pay to them either (a) $25 million in cash or (b) a number of SVS that have market value equal to $30 million (the “Illinois Exit Payment”). For the avoidance of doubt, if and when the Illinois Exit Payment is made, Curaleaf will then have the sole right to proceeds from the Illinois Assets.

On April 1, 2021, Curaleaf and the owners of the Illinois Assets signed definitive agreements to sell the Illinois Assets to Parallel Illinois, LLC (“Parallel”). Under the terms of the transaction, the purchase price for the Illinois Assets consists of up to $100 million base price to be paid $60 million in cash and $40 million in Parallel stock, plus earnouts of up to an additional $55 million payable through 2023. The Company received a $10 million deposit from Parallel, which was refundable under limited circumstances. On February 25, 2022, the Company received correspondence from Parallel’s attorneys indicating that it will not be in a position to complete the acquisition of the Illinois Assets due to lack of financing, among other reasons, and declared its agreement to purchase the Illinois Assets terminated. The Company has asserted that Parallel’s actions have constituted material breaches of its agreement with Parallel and on February 2, 2022 filed an arbitration against Parallel and certain principals of Parallel for breach of contract, fraudulent misrepresentation and other claims.

As a result of the breach of contract, management determined that the $10 million deposit received from Parallel was no longer refundable as of June 30, 2022, and accordingly recognized a gain within the “Other income” line item in the Amended and Restated Condensed Interim Consolidated Statement of Operations. As a result of the termination of the sale of the Illinois Assets to Parallel, during the current period, the Company grossed up a liability within “Other current liabilities” for the Illinois Exit Payment that will be due to the former owners of Grassroots, which was earlier recorded as a reduction (net) of held for sale assets, a result of the potential Illinois Waterfall Payment that will no longer be required to be remitted to the former owners of Grassroots in the event of Illinois Exit Payment.

During the first quarter of 2022, the Company signed a letter of intent to sell the Grassroots Vermont entities; PhytoScience Management Group, Inc., including Vermont Patients Alliance, LLC, PhytoScience Institute, LLC, and Nutraceutical Science Laboratories, LLC as well as the Grassroots Little Rock Arkansas entity and accordingly has recorded the associated net assets of these entities as held for sale during the current period. The sales of these assets are expected to be completed in the second half of 2022.

Additionally, the Company has been actively marketing certain rights and interests for certain real estate assets associated with the acquisition of Grassroots.

During the second quarter of 2022, the Company completed the sale of Grassroots Oklahoma which resulted in a gain of approximately $1 million.

Eureka

The Company signed a letter of intent to sell ECCA Investment Partners, LLC (“Eureka”) in August 2021, and subsequently signed a purchase agreement for such sale in February 2022. The purchase agreement includes cash consideration of $0.25 million and a note receivable of $2.75 million for total consideration of $3 million. The sales price of the entity was lower than the net assets; as such, an impairment, including amounts related to the value of the license intangible asset as well as fixed assets, was recorded to bring the net assets to the estimated fair market value at the time such assets were classified as held for sale. The final sale is awaiting completion due to a post-closing covenant which would transfer the Eureka license to the purchasers upon completion of such covenant.

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Note 7 — Notes receivable

Notes receivable consist of the following:

	As of
	June 30, 2022		December 31, 2021
Notes receivable TerrAscend	$	—	$	2,315
Notes receivable Sapphire Medical		—		842
Total notes receivable	$	—	$	3,157
Current portion of notes receivable	$	—	$	2,315
Long-term notes receivable		—		842
Total notes receivable	$	—	$	3,157

The consideration for the sale of HMS Health, LLC and HMS Processing, LLC to TerrAscend, included a $2.2 million interest bearing note. The note was paid in full in April 2022.

Note 8 — Property, plant and equipment,net

Property, plant and equipment, net and accumulated depreciation consist of the following:

	As of
	June 30, 2022			December 31, 2021
Land	$	7,325		$	7,494
Building and improvements		245,238			390,070
Furniture and fixtures		127,316			124,051
Information technology		4,843			4,406
Construction in progress		289,403			89,059
Transferred to assets held for sale		(15,129	)		(12,501	)
Total property, plant and equipment		658,996			602,579
Less: Accumulated depreciation		(103,221	)		(76,754	)
Property, plant and equipment, net	$	555,775		$	525,825

Assets included in construction in progress represent projects related to both cultivation and dispensary facilities not yet completed or otherwise not ready for use.

Depreciation expense totaled $13.5 million and $25.9 million for the three and six months ended June 30, 2022, respectively, of which $9.6 million and $18.6 million, respectively, were recognized as cost of goods sold. The remaining $3.9 million and $7.3 million, respectively, were recognized as a part of operating expenses in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the three and six months ended June 30, 2022.

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Note 9 — Leases

The Company leases machinery and equipment under leases that are of low-value or short-term in nature and therefore no ROU assets and lease liabilities are recognized for these leases. Expenses recognized relating to short-term leases and leases of low value during the six months ended June 30, 2022 and year ended December 31, 2021 were immaterial.

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	For the three months ended<br> <br>June 30,				For the six months ended<br> <br>June 30,
	2022		2021		2022		2021
Components of lease cost are as follows:
Finance lease cost:
Amortization of finance lease assets	$	2,635	$	2,356	$	5,284	$	4,559
Interest on finance lease liabilities		3,069		3,019		6,416		5,870
Total finance lease cost		5,704		5,375		11,700		10,429
Sale leaseback financial obligations:
Interest on financial obligations		4,469		3,881		8,453		7,262
Depreciation on leased assets		3,103		2,510		5,934		4,594
Total cost financial obligations		7,572		6,391		14,387		11,856
Total operating lease cost		5,881		5,477		11,555		10,545
Total lease expense	$	19,157	$	17,243	$	37,642	$	32,830

Leased asset and liability balances, including property and financial obligations related to sale leaseback arrangements accounted for as financial obligations, as of June 30, 2022 and December 31, 2022 consist of the following:

	As of June 30, 2022						As of December 31, 2021
	Operating lease			Finance lease			Operating lease			Finance lease
Lease assets and liabilities
ROU asset	$	111,178		$	131,549		$	97,349		$	117,168
Accumulated amortization of ROU		(24,760	)		(18,291	)		(21,301	)		(14,133	)
Net ROU		86,418			113,258			76,048			103,035
Current lease liability		14,769			6,267			12,745			4,565
Non-current lease liability		75,020			119,275			65,498			109,712
Lease liability	$	89,789		$	125,542		$	78,243		$	114,277
	As of June 30, 2022
---	---	---
Financed property and equipment, net of accumulated depreciation of $21.4 million	$	170,505
Current financial obligation	$	5,463
Non-current financial obligation		185,225
Total financial obligation	$	190,688

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For the six months ended June 30, 2022, the Company entered into three sale leaseback transactions for building improvements and equipment at cultivation and processing sites in Florida, Illinois, and Pennsylvania. Subsequent to the transactions, the Company maintains control of the assets, and therefore the assets, with a net book value of $48.7 million, are carried on the Company’s Amended and Restated Condensed Interim Consolidated Balance Sheets as financed assets in Property & equipment, net. The Company has recorded a financial obligation of $50.1 million for the sales proceeds, which is being amortized over thirteen to fourteen-year lease periods. The company deferred $1.4 million of gains on these transactions which will be recognized over the life of the financial obligations.

Other information related to operating and finance leases is as follows:

	For the six months ended June 30,
	2022			2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	(7,255	)	$	(6,718	)
Operating cash flows from operating leases		(10,504	)		(10,100	)
Financing cash flows from finance leases		(2,288	)		(2,250	)
Cash flows from sale leaseback financial obligations		(9,672	)		(8,772	)
Proceeds from sale leasebacks accounted for as financial obligations		40,203			19,947
Total cash flow from lease activities	$	10,484		$	(7,893	)
	As of
---	---	---	---	---
	June 30, 2022		December 31, 2021
ROU assets obtained in exchange for lease obligations:
Finance lease	$	15,118	$	11,022
Operating leases		12,837		7,339
Total ROU assets obtained in exchange for lease obligations	$	27,955	$	18,361
	As of
---	---	---	---	---	---	---
	June 30, 2022			December 31, 2021
Weighted average remaining lease term (in years) - Finance leases		11.31			11.8
Weighted average remaining lease term (in years) - Operating leases		7.04			6.97
Weighted average discount rate - Finance leases		11.2	%		12.2	%
Weighted average discount rate - Operating leases		10.0	%		11.3	%

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At June 30, 2022, approximate future minimum payments due under non-cancelable operating leases are as follows:

Future minimum lease payments as of June 30, 2022 are:	Operating<br> <br>Leases			Finance Leases			Financial<br> <br>Obligations
Fiscal year:
2022	$	23,514		$	22,621		$	12,461
2023		31,955			28,720			25,209
2024		29,019			29,294			25,767
2025		26,095			29,279			26,508
2026		23,412			28,822			27,157
2027 and thereafter		87,805			197,360			235,880
Total minimum payments		221,800			336,096			352,982
Less: interest		(56,651	)		(57,976	)		(200,153	)
Present value of minimum payments	$	165,149		$	278,120		$	152,829

Note 10 — Goodwill and intangible assets

As of June 30, 2022	Gross<br><br> Carrying <br><br>Amount		Accumulated <br><br>Amortization			Net Carrying <br><br>Amount
Finite lived intangible assets:
Licenses and service agreements	$	1,157,709	$	(132,138	)	$	1,025,571
Tradenames		158,210		(23,339	)		134,871
Intellectual property and know-how		3,094		(180	)		2,914
Non-compete agreements		29,977		(8,484	)		21,493
Customer list		500		(187	)		313
Intangible assets	$	1,349,490	$	(164,328	)	$	1,185,162
As of December 31, 2021	Gross<br> Carrying <br> Amount		Accumulated <br> Amortization			Net Carrying <br> Amount
---	---	---	---	---	---	---	---
Finite lived intangible assets:
Licenses and service agreements	$	1,061,990	$	(96,196	)	$	965,794
Tradenames		62,775		(18,202	)		44,573
Intellectual property and know-how		3,097		(78	)		3,019
Non-compete agreements		29,053		(6,809	)		22,244
Customer list		510		(86	)		424
Intangible assets	$	1,157,425	$	(121,371	)	$	1,036,054

The gross carrying amount of intangible assets increased by $192.1 million during the six months ended June 30, 2022. The difference was primarily related to business combinations and asset acquisitions, partially offset by impairments of intangible assets, and a loss on difference in foreign currency exchange.

Amortization of intangible assets was $22.9 million and $45.2 million, respectively, for the three and six months ended June 30, 2022.

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Changes in the carrying amount of goodwill are as follows:

Balance at December 31, 2021	$	605,834
Purchase price adjustments (Note 4)		2,554
Change in Assets held for sale (Note 6)		(1,590	)
Acquisitions (Note 4)		60,680
Difference in exchange		(5,149	)
Balance at June 30, 2022	$	662,329

During the six months ended June 30, 2022, the Company made measurement period adjustments to the Bloom, EMMAC Life Sciences Limited, and Los Sueños purchase price allocations, see further details in Note 4 — Acquisitions.

Note 11 — Notes payable

Notes payable consist of the following:

	As of
	June 30, 2022			December 31, 2021
Senior Secured Notes – 2026
Principal amount	$	475,000		$	475,000
Unamortized debt discount/Deferred financing		(21,972	)		(23,753	)
Net carrying amount	$	453,028		$	451,247
Bloom Notes – 2023
Principal amount	$	50,000		$	—
Unamortized debt discount		(813	)		—
Net carrying amount	$	49,187		$	—
Bloom Notes – 2024
Principle Amount	$	50,000		$	—
Unamortized Debt Discount		(2,537	)		—
Net carrying amount	$	47,463		$	—
Bloom Notes – 2025
Principle Amount	$	60,000		$	—
Unamortized Debt Discount		(8,641	)		—
Net carrying amount	$	51,359		$	—
Seller note payable	$	6,778		$	6,859
Other notes payable		1,407			1,778
Total other notes payable	$	8,185		$	8,637
Current portion of notes payable	$	2,035		$	1,966
Long-term notes payable		607,188			457,917
Total notes payable	$	609,223		$	459,883

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Senior Secured Notes – 2026

The Company recognized interest expense under the Senior Secured Notes – 2026 of $10.4 million and $20.6 million for the three and six months ended June 30, 2022, respectively.

Bloom Notes

All three notes may be prepaid without penalty.

The Company recognized interest expense under the Bloom Notes of $3.6 million and $6.4 million for the three and six months ended June 30, 2022, respectively.

Seller note

At June 30, 2022, the Company had two seller notes outstanding in the amount of $6.8 million, which included the Phyto acquisition seller note in the amount of $1.8 million, inclusive of accrued interest, and a seller note related to the Scottsdale, AZ building purchase, due December 2036, in the amount of $5.0 million. The Scottsdale seller note bears interest at a rate of 5% per annum.

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Future maturities

As of June 30, 2022, future principal payments due under notes payable were as follows:

Period	Amount
2022 (remaining six months)	$	2,035
2023		50,000
2024		50,000
2025		60,000
2026		475,000
2027 and thereafter		6,151
Total future debt obligations	$	643,186

Information about the Company’s exposure to interest rate risks and liquidity risks is included in Note 21 — Fair value measurements and financial risk management.

Note 12 — Shareholders’ equity

The authorized and issued share capital of the Company is as follows:

Authorized

As of June 30, 2022 the authorized share capital consists of an unlimited number of multiple voting shares (“MVS”) without par value and an unlimited number of SVS without par value.

Issued

As of June 30, 2022 the Company had 93,970,705 MVS issued and outstanding, that were held indirectly by Boris Jordan, the Company's Executive Chairman.

Holders of the MVS are entitled to 15 votes per share and are entitled to notice of and to attend at any meeting of the shareholders, except a meeting of which only holders of another particular class or series of shares will have the right to vote. As of both June 30, 2022 and December 31, 2021, the MVS represent approximately 13.3%, respectively, of the total issued and outstanding shares and 69.6% in each quarter, of the voting power attached to such outstanding shares. The MVS are convertible into SVS on a one-for-one basis at any time at the option of the holder or upon termination of the MVS structure. The dual-class structure will remain until the earlier to occur of (i) the transfer or disposition of the MVS by Mr. Boris Jordan to one or more third parties which are not permitted holders; (ii) Mr. Jordan or his permitted holders no longer beneficially owning, directly or indirectly and in the aggregate, at least 5% of the issued and outstanding SVS and MVS on a non-diluted basis; and (iii) the first business day following the first annual meeting of shareholders of the Company following the SVS being listed and posted for trading on a U.S. national securities exchange such as The Nasdaq Stock Market or The New York Stock Exchange. Refer to the management information circular dated July 30, 2021 and available on SEDAR under the Company’s profile at www.sedar.com for more information on the Amendment.

As of June 30, 2022 and December 31, 2021 the Company had 616,165,716 and 614,369,729, respectively, SVS issued and outstanding; see details of the share balance below. Holders of the SVS are entitled to one vote per share.


As at December 31, 2021	614,369,729	93,970,705	708,340,434
Issuance of shares in connection with acquisitions (Note 4)	495,998	—	495,998
Exercise and forfeiture of stock options and RSUs (Note 14)	1,147,481	—	1,147,481
Share-based compensation (Note 14)	152,508	—	152,508
As at June 30, 2022	616,165,716	93,970,705	710,136,421

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The Company had reserved 71,013,642 and 70,834,043 SVS, as of June 30, 2022 and December 31, 2021, respectively, for the issuance of stock options under the Company’s 2018 Long Term Incentive Plan (“LTIP”) (see Note 14 — Share-based payment arrangements).

Treasury shares

There were no shares repurchased into treasury during the three and six months ended June 30, 2022 and 2021.

Note 13 — Redeemable non-controllinginterest

In connection with the acquisition of Four20 in June 2022, the selling shareholders and Curaleaf International entered into a put/call option which permits either party to trigger the roll-up of the remaining equity of Four20 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 estimated redemption value of the put/calls were below their carrying value, which is recorded on the Company’s Amended and Restated Condensed Interim Consolidated Balance Sheets as temporary equity in the amount of $111.0 million and $119.0 million as of June 30, 2022 and December 31, 2021, respectively.

Note 14 — Share-based payment arrangements

Stock option programs

During the period ended December 31, 2021, management discovered an error related to disclosures around the number of share options and RSUs forfeited, expired, and outstanding which existed during the period ended June 30, 2021 as well. See further details regarding such restatements at Note 24 —Restatement and restated June 30, 2021 amounts below.

Stock option valuation

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The weighted average inputs used in the measurement of the grant date fair values of the equity-settled share-based payment plans were as follows:

	June 30,
	2022			2021
Fair value at grant date	$	3.98		$	10.14
Share price at grant date	$	7.98		$	14.73
Exercise price	$	7.29		$	15.77
Expected volatility		70.3	%		76.6	%
Expected life		4.2	years		6.1	years
Expected dividends		—	%		—	%
Risk-free interest rate (based on government bonds)		2.5	%		1.0	%
Total intrinsic value of options exercised (in 000s)	$	3,900		$	53,711
Total fair value of shares vested (in 000s)	$	17,090		$	10,824
Aggregate intrinsic value of shares outstanding at the end of the period (in 000s)	$	40,050		$	201,700
Weighted-average remaining contractual term - shares exercisable		5.2	years		4.1	years
Weighted-average remaining contractual term - shares outstanding and vested		5.6	years		4.3	years

During the three and six months ended June 30, 2022, the Company recorded share-based compensation in the amount of $8.3 million and $15.9 million, respectively, compared to $12.3 million and $18.0 million for the three and six months ended June 30, 2021, respectively.

Reconciliation of outstanding share options

The number and weighted-average exercise prices of share options under the LTIP were as follows:

	Number of<br> <br>options			Weighted<br> <br>average<br> <br>exercise price		Number of<br> <br>options			Weighted<br> <br>average<br> <br>exercise price
	2022			2022		2021			2021
Outstanding at January 1		23,588,635		$	6.89		25,915,656		$	4.18
Forfeited during the six month period		(1,174,504	)		12.64		(539,908	)		7.87
Expired during the six month period		(158,159	)		6.80		(42,712	)		7.48
Exercised during the six month period		(524,770	)		0.55		(4,119,407	)		0.73
Granted during the six month period		3,210,772			7.29		4,070,296			15.77
Outstanding at June 30		24,941,974		$	6.65		25,283,925		$	6.63
Options exercisable at June 30		19,141,446		$	5.82		17,084,046		$	4.30

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Reconciliation of RSUs

The number of RSUs awarded under the LTIP were as follows:

	Number of RSUs
	2022			2021
Outstanding at January 1		2,876,413			2,452,338
Forfeited during the six month period		(640,158	)		(28,429	)
Released during the six month period		(853,311	)		(455,069	)
Granted during the six month period		2,383,901			1,291,202
Outstanding at June 30		3,766,845			3,260,042
RSUs vested at June 30		—			—

Note 15 — Selling, general and administrative expense

Selling, general and administrative expenses consist of the following:

	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Selling, general and administrative expenses:
Salaries and benefits	$	57,978	$	42,689	$	113,927	$	85,869
Sales and marketing		10,831		10,290		20,257		20,782
Rent and occupancy		12,416		14,201		24,727		20,810
Travel		3,079		1,844		5,057		2,627
Professional fees		8,774		7,844		18,237		14,520
Office supplies and services		6,816		8,360		12,760		16,920
Other		12,750		6,073		22,823		13,532
Total selling, general and administrative expense	$	112,644	$	91,301	$	217,788	$	175,060

Note 16 — Other income (expense), net

Other income (expense), net consists of the following:

	Three months ended June 30,					Six months ended June 30,
	2022		2021			2022		2021
Gain (loss) on disposal of assets	$	666	$	(363	)	$	1,406	$	(1,065	)
Gain on investment		15,100		3,029			14,852		3,029
Gain on extinguishment of debt		—		4			1		4
Other (expense) income, net		2,754		98			3,571		501
Total other income, net	$	18,520	$	2,768		$	19,830	$	2,469

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Note 17 — Earnings per share

Basic and diluted loss per share attributable to Curaleaf Holdings, Inc. was calculated as follows:

	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
Numerator:
Net loss	$	(21,762	)	$	(26,043	)	$	(60,026	)	$	(52,604	)
Less: Net loss attributable to redeemable non-controlling interest		127			(2,941	)		(1,648	)		(2,941	)
Net loss attributable to Curaleaf Holdings, Inc. — basic and diluted	$	(21,889	)	$	(23,102	)	$	(58,378	)	$	(49,663	)
Denominator:
Weighted average SVS outstanding — basic and diluted		709,965,526			701,668,932			709,434,324			691,909,375
Loss per share — basic and diluted	$	(0.03	)	$	(0.03	)	$	(0.08	)	$	(0.07	)

	Six months ended June 30,
	2022		2021
Options to purchase SVS		24,941,974		25,283,925

Note 18 — Segment reporting

The Company operates in one segment; the cultivation, production, and sale of cannabis via retail and wholesale channels. As of and during the year ended December 31, 2021, the Company operated in two segments; Cannabis and Non-Cannabis. During the period ended March 31, 2022, the Company reevaluated the Company’s operating structure and determined that the Non-Cannabis segment is no longer a relevant or material portion of the Company’s business. For comparability purposes, total segment metrics in the prior year disclosures should be considered to be representative of the Company’s one segment presentation in the current period.

Note 19 — Commitments and contingencies

Indemnification agreements

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Litigation

Among other legal disputes, the Company is currently, or was, involved in the following proceedings relating to material disputes:

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Taxes

The Company records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. There is inherent uncertainty in quantifying income tax positions, especially considering the complex tax laws and regulations for federal, state and foreign jurisdictions in which the Company operates. The Company has recorded tax benefits for those tax positions where it is more likely than not that a tax benefit will result upon ultimate settlement with a tax authority that has all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will result, no tax benefit has been recognized in the Amended and Restated Interim Financial Statements.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and foreign jurisdictions, where applicable. The Company is currently in the IRS examination Appeals process for the tax years 2016, 2017, and 2018 and the Company’s subsidiary, Curaleaf North Shore, Inc. (formerly known as Alternative Therapies Group, Inc.) is in Tax Court related to an IRS examination for 2018. As of June 30, 2022, there is a reasonable possibility that the unrecognized tax benefits may change within 12 months due to expirations of statute of limitations or audit settlements.

The IRS has proposed adjustments relating to the Company’s treatment of certain expenses under Section 280E of the Internal Revenue Code (“Section 280E”), however, the Company is defending its tax reporting positions before the IRS. The outcome of this audit remains unclear at this point. The Company also intends to litigate any further such challenges because it currently believes all of its other tax positions can be sustained under an IRS examination. The ultimate resolution of tax matters could have a material effect on the Company's Amended and Restated Interim Financial Statements. As the IRS interpretations on Section 280E continue to evolve, the impact of any such challenges cannot be reliably estimated. The Company's tax years are still open under statute from December 31, 2016, to the present.

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Note 20 — Related party transactions

The EMMAC Transaction (see Note 4 — Acquisitions) constituted a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as a result of Measure 8 Ventures Management, LLC, an investment management company controlled by Boris Jordan, the Executive Chairman and control person of the Company (including funds managed by such entity, “Measure 8”), having an interest in the EMMAC Transaction by way of a profit interest and a convertible debt instrument which converted into shares of EMMAC representing 8% of EMMAC equity at closing of the EMMAC Transaction. Mr. Jordan owns a controlling interest in Measure 8 Management, LLC. The Company relied upon the exemptions provided under Sections 5.5(b) of MI 61-101 – Issuer Not Listedon Specified Markets and 5.7(1)(a) of MI 61-101 – Fair Market Value Not More the 25% of Market Capitalization from the requirements that the Company obtain a formal valuation of the EMMAC Transaction and that the EMMAC Transaction receive the approval of the minority shareholders of the Company.

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The Company incurred the following transactions with related parties during the three and six months ended June 30, 2022 and 2021.

	Related party transactions
	Three months ended June 30,						Six months ended June 30,						Balance receivable (payable) as of
Transaction	2022			2021			2022			2021			June 30, 2022			December 31, 2021
Consulting fees ^(1)^	$	153		$	368		$	694		$	462		$	—		$	—
Travel and reimbursement ^(2)^		26			22			323			1,277			—			—
Rent expense reimbursement ^(3)^		(42	)		(42	)		(83	)		(54	)		—			—
Equipment purchases ^(4)^		—			—			—			1,426			—			—
Senior Secured Notes - 2026 ^(5)^		235			—			466			—			(10,000	)		(10,000	)
Promissory Note - 2024 ^(5)^		—			329			—			654			—			—
	$	372		$	677		$	1,400		$	3,765		$	(10,000	)	$	(10,000	)

(1) Consulting fees relate to real estate management and general advisory services provided by (i) Frontline Real Estate Partners, LLC, a company controlled by Mitchell Kahn, a Board Member, and in which Matt Darin, Chief Executive Officer, has a minority interest, as well as (ii) Measure 8 Venture Management, LLC, an investment company controlled by Boris Jordan, Executive Chairman and control person of the Company (including funds managed by such entity, “Measure 8”). There are on-going contractual commitments related to these transactions. The total consulting fees paid to Measure 8 were immaterial and $0.5 million for the three and six months ended June 30, 2022 and $0.3 million for the three and six months ended June 30, 2021, respectively. The total consulting fees paid to Frontline Real Estate Partners, LLC were immaterial and $0.2 million for the three and six months ended June 30, 2022 and were $0.1 million and $0.2 million for the three and six months ended June 30, 2021, respectively.

(2) Travel and reimbursement relate to payments made to Measure 8 for reimbursements of certain expenses incurred. There are on-going contractual commitments related to these transactions

(3) The Company recognized a rent expense credit for a sublease between Curaleaf NY LLC and Measure 8 and rent expense for a lease between GR Companies, Inc. and FREP Elm Place II, LLC, a company owned in part by Mr. Kahn. Both arrangements represent on-going contractual commitments based on executed leases.

(4) The Company purchased hemp processing equipment from Sentia Wellness. Sentia Wellness is a Cannabidiol company that was formerly associated with Select, prior to the acquisition by Curaleaf. Mr. Jordan and Cameron Forni, former Select President, have interests in Sentia Wellness.

(5) Baldwin Holdings, LLC, in which Joseph F. Lusardi, the Company’s Executive Vice Chairman, owns a direct equity interest held $10 million of the total $475 million of Senior Secured Notes – 2026. The Company recognized interest expense related to the portion of the Senior Secured Notes - 2026 held by Baldwin Holdings, LLC. The Promissory Note – 2024 previously held by Baldwin Holdings, LLC, was exchanged for Senior Secured Notes – 2026 as part of the private placement of Senior Secured Notes – 2026 completed by the Company in December 2021. As a result of this exchange, the Company repaid the notes, including interest and prepayment penalty. For the three and six months ended June 30, 2022, the Company recognized interest expense under the Promissory Note – 2024. The Senior Secured Notes – 2026 held by Baldwin Holdings, LLC contain certain repayment and interest components that represent on-going contractual commitments with this related party.

Note 21 — Fair value measurements andfinancial risk management

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The three levels of hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Inputs for the asset or liability that are not based on observable market data.

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There have been no transfers between fair value levels during the six months ended June 30, 2022 and the year ended December 31, 2021.

	Fair value measurements as of June 30, 2022 using:
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	187,116	$	—	$	—	$	187,116
Contingent consideration liabilities		—		—		22,837		22,837
	$	187,116	$	—	$	22,837	$	209,953
	Fair value measurements as of December 31, 2021 using:
---	---	---	---	---	---	---	---	---
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	299,329	$	—	$	—	$	299,329
Contingent consideration liabilities		—		—		37,994		37,994
	$	299,329	$	—	$	37,994	$	337,323

Level 1

Level 2

Level 3

The fair value of contingent consideration is based upon the following Level 3 inputs:

•	HMS – present value of the $2 million loan bearing an interest rate of 4.8% per annum discounted<br>at 92.7%.
•	MEOT – present value of the potential cash earn-out of $2 million based upon MEOT’s achievement<br>of certain earnings targets discounted at 4.22%.
---	---
•	EMMAC – present value of EMMAC’s achievement regulatory approval for recreational cannabis<br>and meeting certain revenue targets in the U.K. market as discussed in Note 4 — Acquisitions. The following discount rates<br>were utilized in the determination of the present value of the liabilities resulting in gain on revaluation of contingent consideration<br>of $0.7 million for the six-months ended June 30, 2022.
---	---
◦	Regulatory approval for recreational cannabis – 1.8% 2021 and 11.6% 2022.
---	---
◦	Revenue targets in the U.K. market – 1.8% in 2021 and 11.2% in 2022.
---	---
•	Los Sueños – present value of Los Sueños’ achievement of enhanced tier licensing.<br>Discount rates of 1.7% and 2.1%, for the first and second tranche of shares, respectively, were utilized in the determination of the present<br>value of the liabilities resulting in a gain on revaluation of contingent consideration of $2.7 million for the six months ended June 30,<br>2022.
---	---
•	Sapphire – present value of Sapphire’s achievement of certain revenue, script, and active<br>patient count milestones during 2022 as discussed in Note 4 — Acquisitions.
---	---

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Financial Risk Management

Credit Risk

Credit risk is the risk of a potential loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s notes and accounts receivable. The maximum credit exposure at June 30, 2022 and 2021 is the carrying amount of cash and cash equivalents, accounts receivable and notes receivable. The Company does not have significant credit risk with respect to its customers. All cash and cash equivalents are placed with major U.S. financial institutions.

Liquidity Risk

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In addition to the commitments outlined in Note11 — Notes payable and Note 19 — Commitments and contingencies, the Company has the following gross remaining contractual obligations:

	< 1 Year		1 to 3 Years		Total
For the period ended June 30, 2022:
Accounts payable	$	73,942	$	—	$	73,942
Accrued expenses		88,706		—		88,706
Other current liabilities		28,861		—		28,861
Contingent consideration liability		20,963		1,874		22,837
Other long-term liability		—		92,192		92,192
	$	212,472	$	94,066	$	306,538
	< 1 Year		1 to 3 Years		Total
---	---	---	---	---	---	---
For the period ended December 31, 2021:
Accounts payable	$	26,751	$	—	$	26,751
Accrued expenses		86,966		—		86,966
Other current liabilities		12,168		—		12,168
Contingent consideration liability		9,155		28,839		37,994
Other long-term liability		—		50,429		50,429
	$	135,040	$	79,268	$	214,308

Currency Risk

As of June 30, 2022 and 2021, the Company had no hedging agreements in place with respect to foreign exchange rates. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.

Interest Rate Risk

Capital Management

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Note 22 — Variable interest entities

The following tables presents the summarized financial information about the Company’s consolidated VIEs which are included in the Amended and Restated Condensed Interim Consolidated Balance Sheets as of June 30, 2022 and 2021 and in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021. All of these entities were determined to be VIEs as the Company possesses the power to direct activities through MSAs or financing arrangements.

The following table presents summarized financial information about the Company’s VIEs as of June 30, 2022 and December 31, 2021:

	As of
	June 30, 2022							December 31, 2021
	Primary<br> Organic<br> Therapy,<br> Inc.		Remedy<br> Compassion<br> Center, Inc.			Other<br> VIEs		Primary<br> Organic<br> Therapy,<br> Inc.		Remedy<br> Compassion<br> Center, Inc.			Other<br> VIEs
Included in Amended and Restated Condensed Interim Consolidated Balance<br>Sheets:
Current assets	$	35,080	$	18,286		$	4,081	$	24,768	$	12,900		$	2,991
Non-current assets		34,320		6,907			7,625		31,526		7,113			10,403
Current liabilities		56,710		25,990			8,045		45,710		18,876			6,631
Non-current liabilities		4,254		762			2,068		4,162		1,277			4,239
Equity attributable to Curaleaf Holdings, Inc.		8,436		(1,558	)		1,593		6,423		(140	)		2,523

The following table presents summarized financial information about the Company’s VIEs for the three and six months ended June 30, 2022 and 2021:

	Three months ended June 30,
	2022									2021
	Primary<br> Organic<br> Therapy,<br> Inc.			Remedy<br> Compassion<br> Center, Inc.			Other<br> VIEs			Primary<br> Organic<br> Therapy,<br> Inc.		Remedy<br> Compassion<br> Center, Inc.
Included in Amended and Restated Condensed Interim Consolidated Statements<br>of Operations:
Revenues	$	3,764		$	2,930		$	552		$	3,112	$	(12,753	)
Net loss		(1,293	)		(453	)		(288	)		1,634		(8,009	)
Less: Net loss attributable to non-controlling interest		—			—			—			—		—
Net loss attributable to Curaleaf Holdings, Inc.		(1,293	)		(453	)		(288	)		1,634		(8,009	)
	Six months ended June 30,
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	2022									2021
	Primary<br> Organic<br> Therapy,<br> Inc.			Remedy<br> Compassion<br> Center, Inc.			Other<br> VIEs			Primary<br> Organic<br> Therapy,<br> Inc.		Remedy<br> Compassion<br> Center, Inc.
Included in Amended and Restated Condensed Interim Consolidated Statements<br>of Operations:
Revenues	$	7,300		$	5,051		$	1,004		$	4,760	$	4,346
Net loss		(196	)		(1,466	)		(654	)		1,686		(10	)
Less: Net loss attributable to non-controlling interest		—			—			—			—		—
Net loss attributable to Curaleaf Holdings, Inc.		(196	)		(1,466	)		(654	)		1,686		(10	)

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Other Non-material VIEs

As of June 30, 2022 and December 31, 2021, the VIE included in the Other VIEs is CLF MD Processing, LLC.

Note 23 — Revenue disaggregation

The following table presents the disaggregation of total revenue for the three and six months ended June 30, 2022 and 2021:

	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Revenues:
Retail revenue	$	251,948	$	222,146	$	478,057	$	409,824
Wholesale revenue		80,576		88,436		163,584		160,641
Other		1,230		711		2,483		1,148
Total revenue	$	333,754	$	311,293	$	644,124	$	571,613

Note 24 — Restatement

Select Acquisition

Adjustments have been retrospectively made to the comparative period for the three and six months ended June 30, 2021. The financial statements for the periods as of and ended between March 31, 2020 and September 30, 2021 were not adjusted and refiled at the time of discovery of the error, rather the comparative period as of and for the year ended December 31, 2020 was corrected with the filing of the Annual Financial Statements for the period ending December 31, 2021 filed on March 7, 2022 and available under the Company’s profile at www.sedar.com. The comparative period as of and for the three and six months ending June 30, 2021 has been corrected herein, and the period as of and for the three months ending March 31, 2021 was corrected with the Amended and Restated Interim Financial Statements for the period such ended filed on May 7, 2022 and available under the Company’s profile at www.sedar.com. The period as of and ending September 30, 2021 will be corrected with the filing of the applicable 2022 Amended and Restated Interim Financial Statements.

The effects of the immaterial restatement on the Amended and Restated Interim Financial Statements for the three and six months ended June 30, 2021 are summarized below:

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Amended and Restated Condensed Interim Consolidated Statements ofOperations – 2021 Restatement

	Three months ended June 30,									Six months ended June 30,
	2021			Adjustments			2021			2021			Adjustments			2021
Revenues:
Retail and wholesale revenues	$	310,582		$	—		$	310,582		$	570,465		$	—		$	570,465
Management fee income		711			—			711			1,148			—			1,148
Total revenues		311,293			—			311,293			571,613			—			571,613
Cost of goods sold		158,667			—			158,667			291,533			—			291,533
Gross profit		152,626			—			152,626			280,080			—			280,080
Operating expenses:
Selling, general and administrative		91,301			—			91,301			175,060			—			175,060
Share-based compensation		12,301			—			12,301			18,049			—			18,049
Depreciation and amortization		23,933			(2,393	)		21,540			43,626			(4,786	)		38,840
Total operating expenses		127,535			(2,393	)		125,142			236,735			(4,786	)		231,949
Income from operations		25,091			2,393			27,484			43,345			4,786			48,131
Other income (expense):
Interest income		278			—			278			366			—			366
Interest expense		(12,008	)		—			(12,008	)		(23,911	)		—			(23,911	)
Interest expense related to lease liabilities		(6,900	)		—			(6,900	)		(13,132	)		—			(13,132	)
Loss on impairment		—			—			—			—			—			—
Other income (expense), net		2,768			—			2,768			2,469			—			2,469
Total other expense, net		(15,862	)		—			(15,862	)		(34,208	)		—			(34,208	)
(Loss) income before provision for income taxes		9,229			2,393			11,622			9,137			4,786			13,923
Income tax expense		(37,665	)		—			(37,665	)		(66,527	)		—			(66,527	)
Net loss		(28,436	)		2,393			(26,043	)		(57,390	)		4,786			(52,604	)
Less: Net loss attributable to non-controlling interest		(2,941	)		—			(2,941	)		(2,941	)		—			(2,941	)
Net loss attributable to Curaleaf Holdings, Inc.	$	(25,495	)	$	2,393		$	(23,102	)	$	(54,449	)	$	4,786		$	(49,663	)
Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted	$	(0.04	)	$	0.01		$	(0.03	)	$	(0.08	)	$	0.01		$	(0.07	)
Weighted average common shares outstanding – basic and diluted		703,545,262			—			701,668,932			695,830,455			—			691,909,375

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Amended and Restated Condensed Interim Consolidated Statements ofCash Flows – 2021 Restatement

	Six months ended June 30,
	2021			Adjustments			2021
Cash flows from operating activities:
Net Loss	$	(57,390	)	$	4,786		$	(52,604	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		59,551			(4,786	)		54,765
Share-based compensation		18,049			—			18,049
Non-cash interest expense		1,068			—			1,068
Amortization of operating lease right-of-use assets		7,002			—			7,002
Loss on sale or retirement of asset		(990	)		—			(990	)
Deferred taxes		(2,939	)		—			(2,939	)
Receivables		(11,135	)		—			(11,135	)
Inventories		(69,942	)		—			(69,942	)
Prepaid expenses and other current assets		(13,239	)		—			(13,239	)
Other assets		3,246			—			3,246
Accounts payable		(4,516	)		—			(4,516	)
Income taxes payable		(48,241	)		—			(48,241	)
Operating leases, net (right-of-use asset acquisitions and disposals)		141			—			141
Operating lease liabilities		(6,126	)		—			(6,126	)
Accrued expenses		35,734			—			35,734
Net cash used in operating activities		(89,727	)		—			(89,727	)
Cash flows from investing activities:
Purchase of property, plant and equipment, net		(96,025	)		—			(96,025	)
Dispositions of property and equipment		22,682			—			22,682
Proceeds from sale of entities		24,884			—			24,884
Proceeds from consolidation of acquisitions		11,365			—			11,365
Payments received on notes receivable		2,405			—			2,405
Cash acquired from acquisition		1,526			—			1,526
Amounts advanced for notes receivable, net of payments received		(367	)		—			(367	)
Net cash used in investing activities		(33,530	)		—			(33,530	)
Cash flows from financing activities:
Proceeds from financing agreement		54,599			—			54,599
Minority interest investment in Curaleaf International		86,957			—			86,957
Debt issuance costs		(681	)		—			(681	)
Proceeds from financing transactions		19,947			—			19,947
Lease liability payments		(2,250	)		—			(2,250	)
Principal payments on notes payable and financing liabilities		(8,622	)		—			(8,622	)
Remittances of statutory withholdings on share-based payment awards		(9,750	)		—			(9,750	)
Exercise of stock options		2,667			—			2,667
Issuance of common shares, net of issuance costs		240,569			—			240,569
Net cash provided by financing activities		383,436			—			383,436
Net (decrease) increase in cash		260,179			—			260,179
Cash beginning balance		73,542			—			73,542
Effect of exchange rate on cash		71			—			71
Cash and cash equivalents	$	333,792		$	—		$	333,792

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Number of Share Options & RSUs

Adjustments have been retrospectively made to the comparative period as of and for the six months ended June 30, 2021, to reflect mandatory disclosures associated with the reconciliation of share options and RSUs. Refer to Note 14 — Share-based payment arrangements of these Amended and Restated Interim Financial Statements for disclosures that reflect these adjustments. The correction of this error did not result in any changes to the Company’s Amended and Restated Condensed Interim Consolidated Balance Sheets, Amended and Restated Condensed Interim Consolidated Statements of Operations, or Amended and Restated Condensed Interim Consolidated Statements of Cash Flows.

Note 25 — Subsequent events

See Note 4 — Acquisitions for information regarding the Tryke acquisition and the acquisition of Deseret Wellness LLC, Note 6 — Assets and liabilities held for sale for information regarding the exercise of the option for the Illinois Exit Payment by the former owners of Grassroots, and information related to the settlement of the Eagle Valley Holdings, LLC lawsuit at Note 19 — Commitments and contingencies.

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Exhibit 99.6

CURALEAF HOLDINGS, INC.

Amended and RestatedManagement’s Discussion and Analysis of Financial Condition and Results of Operations

As of and for the Three and Six Months Ended

June 30,2022 and 2021

(Expressed in Thousands United States DollarsUnless Otherwise Stated)

Notice to Reader

Curaleaf Holdings, Inc. (the “Company”, “Curaleaf” or the “Group”) now prepares its financial statements filed with the Canadian Securities Administrators and with the Securities and Exchange Commission in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). As required pursuant to section 4.3(4) of National Instrument 51-102 - Continuous Disclosure Obligations, the Company must restate its amended and restated condensed consolidated interim financial statements for the three and six months ended June 30, 2022 and 2021 in accordance with U.S. GAAP (the “Amended and Restated Interim Financial Statements”), such Amended and Restated Interim Financial Statements having previously been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board. The amended and restated management’s discussion and analysis (the “MD&A”) for the three and six months ended June 30, 2022 is current as of June 30, 2022 and provides financial information for the three and six months ended June 30, 2022, as amended and restated on May 1, 2023, except that:

(i)	Changes were made throughout the MD&A to reflect the fact that the Amended and Restated Interim Financial<br>Statements are now prepared in accordance with U.S. GAAP.
(ii)	In the “Critical Accounting Estimates - COVID-19 estimation uncertainty” section, language<br>was updated to reflect impact of COVID since June 30, 2022.
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AMENDED AND RESTATED MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND2021

(Amounts in thousands, except share and pershare amounts)

Thisamended and restated management discussion and analysis (“MD&A”) of the financial condition and results of operationsof Curaleaf Holdings, Inc. (the “Company” or “Curaleaf”) is for the three and six months ended June 30,2022 and 2021 prepared as of August 9, 2022, as amended and restated on May 1, 2023 solely to reflect the filing of the amended and restatedunaudited condensed interim consolidated financial statements for the three months ended June 30, 2022 and 2021 (the “Amendedand Restated Interim Financial Statements”) prepared in accordance with U.S. generally accepted accounting principles (“U.S.GAAP”) for interim reporting. Other than as expressly set forth above, the amended and restated MD&A does not purport to, updateor restate the information in the original MD&A or reflect any events that occurred after the date of the filing of the original MD&A.It is supplemental to, and should be read in conjunction with, the Company’s Amended and Restated Interim Financial Statements andthe accompanying notes for the three and six months ended June 30, 2022 and 2021, which have been prepared in accordance with U.S.GAAP for interim reporting. For the purposes of this MD&A, the terms “Company” and “Curaleaf” mean CuraleafHoldings, Inc. and, unless the context otherwise requires, includes its subsidiaries. Additional information regarding Curaleaf, includingits current annual information form, is available on the Company’s website at www.curaleaf.com or through the SEDAR website at www.sedar.comor through the EDGAR website at www.sec.gov/edgar.shtml. The Company adopted the accounting principles generally accepted in the UnitedStates of America as issued by the Financial Accounting Standards Board (“FASB”) as the basis of preparation for the 2022and comparative 2021 Amended and Restated Interim Financial Statements. Previously, the Company’s financial statements were preparedin accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”),for the period up to and including the three and six months ended June 30, 2022. Financial information presented in this MD&Ais presented in United States (“U.S.”) dollars (“$” or “US$”), unless otherwise indicated.

ThisMD&A contains “forward-looking information” and “forward-looking statements” within the meaning of Canadiansecurities laws and U.S. securities laws (together, “forward-looking statements”). Forward-looking statements are neitherhistorical facts nor assurances of future performance. Instead, they are based on management’s current beliefs, expectations orassumptions regarding the future of the business, future plans and strategies, operational results and other future conditions of theCompany. In addition, the Company may make or approve certain statements in future filings with Canadian securities regulatory authorities,in press releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact andmay also constitute forward-looking statements. All statements, other than statements of historical fact, made by the Company that addressactivities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements,including, but not limited to, statements preceded by, followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or othersimilar or comparable words and includes, among others, information regarding: expectations for the effects and potential benefits ofany transactions; expectations for the effects of the novel coronavirus (“COVID-19”) on the business’ operations andfinancial condition; statements relating to the business and future activities of, and developments related to, the Company after thedate of this MD&A, including such things as future business strategy, competitive strengths, goals, expansion and growth of the Company’sbusiness, operations and plans; expectations that planned acquisitions will be completed; expectations that licenses applied for willbe obtained; potential future legalization of adult-use and/or medical cannabis under U.S. federal law; expectations of market size andgrowth in the U.S. and the states in which the Company operates; expectations for other economic, business, regulatory and/or competitivefactors related to the Company or the cannabis industry generally; the ability for U.S. holders of securities of the Company to sell themon the Canadian Securities Exchange (“CSE”); and other events or conditions that may occur in the future. Forward-lookingstatements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments.These statements speak only as of and at the date they are made and are based on information currently available and on the then currentexpectations. Holders of securities of the Company are cautioned that forward-looking statements are not based on historical facts butinstead are based on reasonable assumptions and estimates of management of the Company at the time they were provided or made and involveknown and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company,as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-lookingstatements, including, but not limited to, risks and uncertainties related to: business structure risks; the Company’s status asa holding company; the absence of a dividend record; risks relating to sales of substantial amounts of SVS (as defined herein); marketvolatility; liquidity risks; legal and regulatory risks inherent in the cannabis industry; financing risks related to additional financingand restricted access to banking; general regulatory and legal risks including risk of civil asset forfeiture; risks relating to anti-moneylaundering laws and regulations; risks relating to the lack of access to U.S. bankruptcy protections; the risk of heightened scrutinyby regulatory authorities; risk of legal, regulatory or political change; general regulatory and licensing risks; risks relating to limitationson ownership of licenses; risks relating to regulatory actions and approvals from the U.S. Food and Drug Administration (the “FDA”)and risks of litigation; increased costs as a result of being a public company; newly established legal regimes; the risks relating toenforcement of judgements outside Canada; environmental risks including environmental regulation and unknown environmental risks; generalbusiness risks including risks related to the COVID-19 pandemic; the Company’s possible failure to complete acquisitions; risksrelated to the senior secured notes; of the Company; risks related to service providers; risks relating to the enforceability of contracts;risks relating to the resale of the Company’s subordinate voting shares (“SVS”) on the CSE; the Company’s relianceon the expertise and judgment of senior management of the Company, and its ability to retain such senior management; risks relating tothe concentrated voting control of the Company’s Executive Chairman, Boris Jordan; risks inherent in an agricultural business; risksrelating to unfavorable publicity or consumer perception; product liability risks; risks relating to product recalls; risks relating tothe results of future clinical research; risks relating to the difficulty of attracting and retaining personnel; risks relating to theCompany’s dependence on suppliers; risks relating to the Company’s reliance on inputs; risks relating to the limited marketdata and difficulty to forecast results; intellectual property risks; risks relating to constraints on marketing products; risks relatingto fraudulent or illegal activity by employees, contractors and consultants; risks relating to information technology systems and cyber-attacks;risks relating to security breaches; risks relating to the Company’s reliance on management services agreements with subsidiariesand affiliates; risks relating to website accessibility; high bonding and insurance coverage risk; risks of leverage; risks relating toexpansion into foreign jurisdictions; risks relating to future acquisitions or dispositions; risks relating to the Company’s managementof growth; the fact that past performance is not indicative of future results and that financial projections may prove materially inaccurateor incorrect; risks relating to conflicts of interest; risks relating to global economic conditions; tax risks; as well as those riskfactors discussed under “Risk Factors” in this MD&A. The discussion of risk factors in this MD&A has been updatedto include discussion of risks related to the current pandemic caused by COVID-19. The nature and scope of the pandemic and its impactsare rapidly developing and it is difficult for management to identify at the current time all risks, or quantify those identified, orto assess their impact on particular financial measures and operating results. Nevertheless, the discussion under “Risk Factors”identifies potential areas of negative impact that may be caused by the COVID-19 pandemic.

OVERVIEW OF THE COMPANY

Curaleaf is a leading producer and distributor 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, Select, and Grassroots, provide industry-leading services, product selection, and accessibility across the medical and adult-use markets in the U.S. Headquartered in Wakefield, Massachusetts. As of June 30, 2022, domestically, the Company has operations in 22 states; operating 135 dispensaries, 26 cultivation sites, and 30 processing sites in the U.S. with a focus on highly populated, limited license states, including Arizona, Connecticut, Florida, Illinois, Maryland, Massachusetts, Nevada, New York, New Jersey, North Dakota, and Pennsylvania. In Europe, the Company has a fully integrated medical cannabis business with licensed cultivation in Portugal, two pharma grade cannabis processing and manufacturing facilities in Spain and the United Kingdom (“U.K.”) and licensed medical cannabis distribution in the U.K., Germany, and Switzerland. In the U.K. the Company also holds three medical cannabis pharmacy licenses and the highest regulator rated medical cannabis clinic network, enabling the supply of medical cannabis direct to the patient. Additionally, the Company supplies medical cannabis on a wholesale basis across the region, principally into Israel and Italy.

Business name	Operations Location
CLF AZ, Inc.	AZ	100	%	100	%
CLF NY, Inc.	NY	100	%	100	%
Curaleaf CA, Inc.	CA	100	%	100	%
Curaleaf KY, Inc.	KY	100	%	100	%
Curaleaf Massachusetts, Inc.	MA	100	%	100	%
Curaleaf MD, LLC	MD	100	%	100	%
Curaleaf OGT, Inc.	OH	100	%	100	%
Curaleaf PA, LLC	PA	100	%	100	%
Curaleaf, Inc.	MA	100	%	100	%
Focused Investment Partners, LLC	MA	100	%	100	%
CLF Maine, Inc.	ME	100	%	100	%
PalliaTech CT, Inc.	CT	100	%	100	%
CLF Oregon, LLC (formerly PalliaTech OR, LLC)	OR	100	%	100	%
PalliaTech Florida, Inc.	FL	100	%	100	%
PT Nevada, Inc.	NV	100	%	100	%
CLF Sapphire Holdings, Inc.	OR	100	%	100	%
Curaleaf NJ II, Inc.	NJ	100	%	100	%
Focused Employer, Inc.	MA	100	%	100	%
GR Companies, Inc.	IL	100	%	100	%
CLF MD Employer, LLC	MD	100	%	100	%
Curaleaf Columbia, LLC (formerly HMS Sales, LLC)	MD	100	%	100	%
MI Health, LLC	MD	100	%	100	%
Curaleaf Compassionate Care VA, LLC	VA	100	%	100	%
Curaleaf UT, LLC	UT	100	%	100	%
Curaleaf Processing, Inc	MA	100	%	100	%
Virginia's Kitchen, LLC	CO	100	%	100	%
Cura CO LLC	CO	100	%	100	%
Curaleaf Stamford, Inc.	CT	100	%	100	%
Curaleaf International Holdings Limited	Guernsey	68.5	%	68.5	%
CLF MD Processing, LLC	MD	—		—
Windy City Holding Company, LLC	IL	—		—
Grassroots OpCo AR, LLC	IL	—		—
Remedy Compassion Center, Inc	ME	—		—
Primary Organic Therapy, Inc (d/b/a Maine Organic Therapy)	ME	—		—

Company Performance and Objectives

The Company is currently active in numerous cannabis programs across the U.S. In the U.S., 47 states have legalized some form of legalized cannabis use, including low dose THC/CBD medical programs, for patients with certain qualifying conditions. In most of these medical states, a regulatory framework is in place whereby patients can receive a recommendation from a certified physician to purchase medical cannabis in approved dispensaries. In the U.S., 19 states have legalized cannabis for adult-use (“adult-use”). In many of these adult-use states, customers can purchase cannabis from approved dispensaries by providing identification proving the customer is 21 years of age or older. In Europe, only medical cannabis sales are allowed, and product can be sold between jurisdictions.

IncreasingExposure in Mass Markets. The Company has established itself as a market leader in the U.S. and has become a dominant player due to its competitive pricing, experienced management, strong capitalization, and strong brand goodwill. In mass markets, which exhibit a free market dynamic typical of other industries, such as California and Oregon, the Company intends to leverage its extensive experience to grow cannabis and/or process more efficiently and reliably, while taking advantage of wholesale and retail opportunities and establishing a strong brand.

Operating Segments

The Company operates in one segment; the cultivation, production, and sale of cannabis via retail and wholesale channels. As of and during the year ended December 31, 2021, the Company operated in two segments; Cannabis and Non-Cannabis. During the period ended March 31, 2022, the Company reevaluated the Company’s operating structure and determined that the Non-Cannabis segment is no longer a relevant or material portion of the Company’s business.

Principal Products and Services

•	Cultivation: As of June 30, 2022 the Company’s U.S. cultivation facilities have 270<br>unique cultivars in the production phase, which have been tested and characterized for yield, cannabinoid content, and other properties.<br>Additionally, the Company’s state-licensed entities cultivate cannabis using a variety of methods, including greenhouse, outdoor,<br>indoor, and two-tier indoor cultivation.
•	Extraction and Purification: The Company’s U.S. extraction facilities use proprietary processes<br>for cannabis and terpene purification. The Company believes its manufacturers are industry leaders in achieving the desired composition<br>of cannabinoids and terpenes in finished products through processing and purification, thereby enabling timely response to trends in medical<br>product formulation.
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•	Formulation and Quality Control: The Company’s U.S. processing facilities produce across<br>the range of solid, liquid, and inhaled products utilizing its vast in-house knowledge and experience. By combining expert cultivation,<br>manufacturing, and analytical laboratory operations, our processors have developed a complete in-house quality assurance and quality control<br>program. In-house quality assurance enables rapid product development cycles and production of higher quality consumer products.
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Research and Development

The Company also researches new methods of cannabis extraction for the development of new manufactured products. The Company’s research and development activities operate on an on-going basis as the Company continually seeks to improve current methods for our licensed businesses.

The Company has continued to be an industry leader in publishing real world evidence data in Europe. At present, 6 research publications have arisen from the U.K. Medical Cannabis Registry, with an article recently accepted for publication in the journal ‘Therapeutic Advances in Psychopharmacology’. Moreover, this year the Company presented 20 research abstracts at the International Cannabinoid Research Society 2022 conference, of which 17 contained outcomes from the Registry. Among these included individual analyses of each of the Company’s own branded and manufactured medical cannabis oils and dried flower for the treatment of pain and anxiety. In addition to real world evidence, the Company has published leading opinion pieces on the status of medical cannabis research, in addition to conducting fundamental research on the perceived stigma of medical cannabis patients in the U.K., which is strategically important in the future education of patients, public, and healthcare professionals.

Production and Sales

As of June 30, 2022, the Company had 26 cultivation facilities in the U.S. totaling approximately 3.9 million square feet, as well as 30 U.S. processing facilities. Each new manufacturing site is built to ISO 8 clean room specifications and employs advanced nutritional and pharmaceutical formulations technology for optimal delivery methods. Each production facility (cultivation and processing) primarily focuses on the commercialization of cannabis products, with a strict focus on quality control and patient care. Illustrating this commitment, our Florida operations were the first in the cannabis industry to receive the Safe Quality Food certification under the Global Food Safety Initiative.

Curaleaf aims to expand dispensaries e-commerce operations and delivery operations, where permitted, to offer convenient access for its customers and meet the demands of an evolving retail landscape.

Intellectual Property

The Company has spent considerable time and resources to establish a premium and recognizable brand amongst consumers and retailers in the cannabis industry. The Company has one federally registered patent with the United States Patent and Trademark Office (“USPTO”). Additionally, as of June 30, 2022, the Company had several registered trademarks and multiple trademarks that have been filed and are pending approval with the USPTO, and the Company is actively pursuing the filing of additional trademarks. The Company also has a significant number of trademarks filed in various international jurisdictions.

In addition to its patent and pending trademarks, Curaleaf owned, as of June 30, 2022, numerous website domains, including www.curaleaf.com, as well as numerous social media accounts across all major platforms.

Curaleaf maintains an in-house legal team, as well as engages outside legal counsel, to actively monitor and identify potential infringements on its intellectual property.

Competitive Conditions

The U.S. States the Company Operates In,Their Legal Framework and How It Affects Our Business

Except for Kentucky, all of the states in which the Company operates have adopted legislation to permit the use of cannabis products for certain qualifying conditions and diseases, when recommended by a medical doctor. Recreational marijuana, or adult-use cannabis, is legal cannabis sold in licensed dispensaries to adults ages 21 and older. Kentucky’s hemp program was introduced in 2013 and currently only allows hemp-derived products wholesale, including cannabinoids such as CBD and cannabigerol (“CBG”). The Company has a 74,000 square foot processing/handling facility in Lexington.

	Medicinal	Adult-use			Processing		Cultivation		Square		Permitted Products
State	Legalization	Legalization	Dispensaries		Facilities		Sites		Feet		Oil	Edibles	Flower	Delivery	Wholesale
AZ	2010	2020		14		3		3		166,276	X^(1)^	X	X	X^(4)^	X
AR	2016	—		1		—		—		—	—	—	X	—	—
CA	1996	2016		—		2		—		—	X^(2)^	X	X	X	X
CO	2000	2012		2		1		3		2,195,475	X	X	X	X^(5)^	X
CT	2012	2021		4		1		1		60,000	X^(1)^	X	X	—	X
FL	2014	—		50		2		3		460,772	X^(2)^	X	X	X	X^(3)^
IL	2013	2019		10		1		1		125,000	X	X	X	—	X
ME	1999	2019		5		2		1		126,800	X^(1)^	X	X	X	X
MD	2013	—		4		1		1		55,000	X^(2)^	X	X	X^(7)^	X
MA	2012	2016		4		2		2		157,000	X^(1)^	X	X	X	X
MI	2008	2018		4		1		—		—	X^(1)^	X	X	—	—
MO	2018	—		—		1		—		—	—	—	X	—	—
NV	2013	2016		3		2		2		60,072	X^(1)^	X	X	X	X
NJ	2010	2020		3		2		2		153,150	X^(1)^	X	X	X^(7)^	X^(3)^
NY	2014	2021		4		1		1		72,000	X^(2)^	X	X	X^(7)^	X
ND	2016	—		4		1		1		33,000	X	—	X	X^(3)^	X
OH	2016	—		2		1		1 Level 1		30,000	X^(1)^	X	X	—	X
OK	2018	—		—		—		—		—	X^(1)^	X	X	—	—
OR	1998	2014		1		2		1		37,000	X^(1)^	X	X	X	X
PA	2016	—		17		2		2		125,000	X^(2)^	—	X	—	—
UT	2018	—		1		1		—		—	X	X^(6)^	X	X	X
VT	2004	—		2		1		1		13,000	X	X	X	X	X
(1)	Extracted<br> oils only
---	---
(2)	Oil-based<br> formulations only
(3)	Permitted<br> with approval
(4)	Medical<br> use only
(5)	In<br> select areas
(6)	With<br> limits
(7)	Permitted,<br> however Curaleaf dispensaries do not offer home delivery at this time

Each U.S. state has various licensing requirements, restrictions on the number of facilities license holders may operate, limitations on the number of license holders in the state, and various other regulations, which are enforced by applicable state agencies as discussed below. The Company conducts its operations in each respective state in compliance, in material respects, with each regulation applicable to it in such state.

Arizona Operations

Arizona’s licensing body for medical and adult-use cannabis is the Arizona Department of Health Services (“AZDHS”). The market is divided into two classes of licenses: medical and adult use. Each license grants the licensee the ability to have one dispensary, one processing site, and one cultivation site. There is no requirement for vertical integration in Arizona and processing and cultivation sites can be used by third party companies. Arizona does not recognize third party companies and although they operate, the ultimate responsibility for compliance falls on the license holder themselves. As of June 30, 2022, there were 131 operating dispensaries in Arizona.

Arkansas Operations

Arkansas’ licensing bodies are the Arkansas Department of Health and the Arkansas Medical Marijuana Commission. There are an unlimited number of licenses available, and the market is divided into the following types of licenses: dispensary – solely, dispensary – cultivating, processor, and transporter. As of June 30, 2022, there were 30 operating dispensaries. There are prohibitions on edibles including: edibles in the form of candy, cookies, pastries, brownies, and chewing gum; edibles in the shape of animals, vehicles, or characters that are typically consumed or marketed to children; and edibles which are simply an addition of cannabinoid products to commercially available items. Patients are allowed to buy extracts and produce their own edibles at home and edibles are only to be sold in childproof packaging in containers that have nondescript colors and simple designs.

As of June 30, 2022, the Company’s operations in Arkansas are designated as held-for-sale.

California Operations

Colorado Operations

Colorado’s licensing body is the Marijuana Enforcement Division (“MED”). The market is divided into medical and retail (adult-use) classes of which there are the following types of licenses: cultivation, stores, delivery, hospitality, operators, manufacturers, testing facilities, and transporters. Regulators in Colorado have not placed a limit on the number of licenses and as of June 30, 2022, there were 666 adult use stores licenses and 405 medical store licenses issued.

Connecticut Operations

Connecticut’s licensing body is the Connecticut Department of Consumer Protection. The market is divided in the following types of licenses: retail, cultivation, production, and bakery. There is currently no limit on the number of licenses available and one license grants the applicant one site (retail, cultivation, production, or bakery). As of June 30, 2022, there were 18 operational dispensaries. A board-certified pharmacist must be on-site to dispense medical cannabis at a dispensary.

Recent legislation included legalization of adult-use; however, clarification about the program is still in progress.

Florida Operations

Illinois Operations

Illinois’ licensing body is the Illinois Department of Financial and Professional Regulation (retail) and Illinois Department of Agriculture (cultivation/processing). The main classes of licenses include retail, cultivation, craft growers, infusers, and transporters. For cultivation/processing, no more than three cultivation licenses are allowed per entity and for retail, no more than 10 locations per entity. As of June 30, 2022, there were 110 adult use operational dispensaries.

Maine Operations

Maine’s licensing body is the Office of Cannabis Policy. There currently is no limit on the number medical or adult use licenses, however, municipalities must opt-in for adult use and medical dispensary owners must be Maine residents. Medical licenses can be vertical (one license per dispensary, one license per entity) and must have local approval and relevant licensing (tobacco, food license). Additionally, adult use licenses are also unlimited and are as follows: retail, cultivation, manufacturing (one license grants one dispensary, cultivation or manufacturing facility). As of June 30, 2022, there were 99 adult use dispensaries in operation.

Maryland Operations

Maryland’s licensing body is the Maryland Medical Cannabis Commission. The market is divided into the following types of licenses: dispensary, grower/cultivator, processor, independent testing laboratory, and ancillary business. Each issued license is associated with one facility. As of June 30, 2022, there were 102 operational dispensaries. A person may not have interest in or control of, including the power to manage or operate, more than one grower license, one processor license, and four dispensary licenses. Edibles are permitted under the condition that they are shelf stable. Additionally, topicals are also permitted.

Massachusetts Operations

Massachusetts’ licensing body is the Cannabis Control Commission. The market is divided into the following types of licenses: retail, cultivation, production manufacturing, testing laboratory, transporter, research, and delivery. Each issued license is associated with one facility and as of June 30, 2022, there were 213 operational dispensaries. No person or entity having direct or indirect control shall be granted, or hold, more than three licenses in a particular class and is limited to 100,000 square feet of canopy which is distributed across no more than three cultivation licenses and three Medical Treatment Centers.

Michigan Operations

Missouri Operations

Missouri’s licensing body is the Missouri Department of Health and Senior Services. The market is divided into the following types of licenses: cultivation, infused products manufacturing facility, dispensary facility, transportation facility, and testing facility. As of June 30, 2022, there were 191 operational dispensaries. There are no vertical integration requirements in Missouri and one license allows one facility. Facilities may not be owned, in whole or in part, or have as an officer, director, board member, or manager, any individual with a disqualifying felony offense. Facilities must be majority owned (>50%) by natural persons who have been residents of Missouri for at least one year. No more than three cultivation, no more than three manufacturing, and no more than five dispensary licenses shall be issued to any entity under substantially common control, ownership, or management.

Nevada Operations

Nevada’s licensing body is the Cannabis Compliance Board (“CCB”). The market is divided into the following types of licenses: cultivation, production, distribution, dispensary/retail, and testing laboratory. There is no specific limit on licenses for Nevada and as of June 30, 2022, there were 95 operational retail dispensaries. Licenses are only granted during licensing rounds and licensing rounds are not regularly scheduled but held as needed, per jurisdiction.

New Jersey Operations

New Jersey’s licensing body is the New Jersey Cannabis Regulatory Commission. As of June 30, 2022, the market consisted of cultivation, manufacturing, retail, and delivery licenses. Cultivation facilities have a 150,000 square foot limit on canopy size and one license grants access to one facility. As of June 30, 2022, there were 23 operational medical dispensaries. Adult use sales began on April 21, 2022. Edibles are currently allowed but exclude baked goods.

New York Operations

New York’s licensing body is the Office of Cannabis Management (“OCM”). The market is divided into the following types of medical licenses: cultivation, manufacturing, processing, wholesale, distribution, and retail and the state is vertically integrated. Each licensed grants access to one facility and locations must be approved by the OCM. As of June 30, 2022, there were 38 operational dispensaries.

North Dakota Operations

Ohio Operations

Ohio’s licensing bodies are the Department of Commerce (grow/processing) and the Board of Pharmacy (dispensary). The market is divided into the following types of licenses: cultivator (Level I and Level II), processor, dispensary, and testing. Each license grants access to one facility and as of June 30, 2022, there were 58 operational dispensaries.

Oklahoma Operations

As of June 30, 2022, the Company’s cannabis operations in Oklahoma have been divested.

Oregon Operations

Pennsylvania Operations

Pennsylvania’s licensing body is the Pennsylvania Department of Health. The market is divided into the following types of licenses: grower processor, dispensary, and clinical registrants. A grower processor license allows for three dispensaries permits, dispensary licenses allow three locations, and a clinical registrant allows six dispensary licenses. A pharmacist is required to be available for all dispensaries and as of June 30, 2022, there were 165 operational dispensaries.

Utah Operations

Vermont Operations

Vermont’s licensing body is the Cannabis Control Board and the state requires companies to be vertically integrated. In the upcoming adult use program, licenses will include cultivation, products manufacturing, wholesale, retail, and testing labs. The adult use program will offer vertical integration if such licensees are of the current vertically integrated medical dispensaries. The first recreational dispensaries in Vermont are scheduled to open in October 2022.

As of June 30, 2022, the Company’s operations in Vermont were designated as held-for-sale.

Components of Our Results of Operations

Revenue

Retail and Wholesale Revenue

Management Fee Income

Cost of Goods Sold

Gross Profit

Operating Expenses

Professional fees consist of accounting, legal, and acquisition related expenses. The Company expects these fees to fluctuate as expansion continues and subsequent acquisitions occur.

Other general and administrative expenses consist of travel, general office supplies and monthly services, facilities and occupancy, insurance, director fees, and new business development expenses.

Other Income (Expense), net

Interest income

The Company has notes receivable with various parties that earn interest income.

Interest expense

Interest expense consists of interest on outstanding borrowings under various promissory note agreements as well as amortization of debt discounts and deferred financing costs.

Other income (expense), net

Income taxes

SELECTED FINANCIAL INFORMATION

The selected consolidated financial information set out below may not be indicative of the Company’s future performance:

										Variance
	Three months ended									June 30, 2022 vs. March 31, 2022					June 30, 2022 vs. June 30, 2021
	June 30, 2022			March 31, 2022			June 30, 2021					%					%
Total revenue	$	333,754		$	310,370		$	311,293					8	%				7	%
Cost of goods sold		154,894			150,120			158,667					3	%		)		(2	)%
Gross profit		178,860			160,250			152,626					12	%				17	%
Total operating expenses		149,122			139,962			125,142					7	%				19	%
Total other expense, net		(3,315	)		(19,109	)		(15,862	)				(83	)%				79	%
Income tax expense		(48,185	)		(39,443	)		(37,665	)		)		22	%		)		(28	)%
Net loss		(21,762	)		(38,264	)		(26,043	)				43	%				(16	)%
Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted	$	(0.03	)	$	(0.05	)	$	(0.03	)				40	%				—	%

All values are in US Dollars.

							Variance
	Six months ended June 30,						2022 vs. 2021
	2022			2021					%
Total revenue	$	644,124		$	571,613					13	%
Cost of goods sold		305,014			291,533					5	%
Gross profit		339,110			280,080					21	%
Total operating expenses		289,084			231,949					25	%
Total other expense, net		(22,424	)		(34,208	)				(34	)%
Income tax expense		(87,628	)		(66,527	)		)		32	%
Net loss		(60,026	)		(52,604	)		)		14	%
Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted	$	(0.08	)	$	(0.07	)		)		14	%

All values are in US Dollars.

The following table summarizes Total assets and Long-term financial liabilities as of June 30, 2022 and December 31, 2021:

	As of
	June 30, 2022		December 31, 2021
Total assets	$	3,362,354	$	3,105,071
Long-term liabilities		1,374,159		1,123,738

KEY QUARTERLY DEVELOPMENTS DURING THE THREE-MONTH PERIOD ENDED JUNE 30,2022

•	During the quarter ended June 30, 2022, the Company added a net of 7 new stores, closing the quarter<br>with 135 retail locations, and serviced nearly 2,200 wholesale partner accounts.
•	On May 26, 2022, the Company announced the launch of Endless Coast Cannabis-Infused Seltzers, a highly<br>sociable line of low-calorie, low-sugar and low-carb beverages which are now available in Massachusetts.
---	---
•	On May 24, 2022, the Company announced that Tyneeha Rivers had been appointed to the role of Chief<br>People Officer for Curaleaf, a new position to lead the Company’s Human Resources (“HR”) department and help advance<br>strategic HR operations, talent acquisition, talent management, diversity, equity and inclusion, leadership development, training programs,<br>employee relationship management, compensation and benefits, job design, and succession planning.
---	---
•	On May 13, 2022, the Company completed the acquisition of Natural Remedy Patient Center, LLC (“NRPC”),<br>a Safford, Arizona dispensary. In the second half of 2022, Curaleaf intends to relocate the Safford retail store to a new, strategically<br>located flagship 9,000 square foot dispensary in Scottsdale, Arizona.
---	---
•	On May 9, 2022, the Company appointed Matt Darin as Chief Executive Officer of Curaleaf Holdings, Inc.,<br>and announced that then current CEO Joe Bayern will launch and run a new division of Curaleaf developing a new CPG-based business model.
---	---
•	On May 7, 2022, the Company announced the expansion of Select’s CBD line with the launch of<br>Select CBD Bites, available across the U.S. The Select CBD Bites are infused with purified, broad-spectrum hemp to provide targeted wellness<br>benefits without the psychoactive effects of THC.
---	---
•	On April 21, 2022, the Company commenced adult-use sales in New Jersey.
---	---
•	On April 12, 2022, the Company announced that its Select CBD and Curaleaf Hemp products will become<br>available for the first time in the Caribbean market thanks to a new distribution agreement with WB Canna Co. & Wellness.
---	---

RESULTS OF OPERATIONS

The following tables summarize our results of operations for the three and six months ended June 30, 2022 and 2021 as well as those for the three months ended March 31, 2022.

										Variance
	Three months ended									June 30, 2022 vs. <br>March 31, 2022					June 30, 2022 vs. <br>June 30, 2021
	June 30, 2022			March 31, 2022			June 30, 2021					%					%
Revenues:
Retail revenue	$	251,948		$	226,109		$	222,146					11	%				13	%
Wholesale revenue		80,576			83,008			88,436			)		(3	)%		)		(9	)%
Management fee income		1,230			1,253			711			)		(2	)%				73	%
Total revenue		333,754			310,370			311,293					8	%				7	%
Cost of goods sold		154,894			150,120			158,667					3	%		)		(2	)%
Gross profit		178,860			160,250			152,626					12	%				17	%
Gross profit margin		54	%		52	%		49	%
Total operating expenses		149,122			139,962			125,142					7	%				19	%
Income from operations		29,738			20,288			27,484					47	%				8	%
Total other expense, net		(3,315	)		(19,109	)		(15,862	)				83	%				79	%
(Loss) income before provision for income taxes		26,423			1,179			11,622					(2141	)%				127	%
Income tax expense		(48,185	)		(39,443	)		(37,665	)		)		(22	)%		)		(28	)%
Net loss		(21,762	)		(38,264	)		(26,043	)				43	%				16	%
Less: Net loss attributable to non-controlling interest		127			(1,775	)		(2,941	)				107	%				104	%
Net loss attributable to Curaleaf Holdings, Inc.	$	(21,889	)	$	(36,489	)	$	(23,102	)				40	%				5	%

All values are in US Dollars.

							Variance
	Six months ended June 30,						2022 vs. 2021
	2022			2021					%
Revenues:
Retail revenue	$	478,057		$	409,824					17	%
Wholesale revenue		163,584			160,641					2	%
Management fee income		2,483			1,148					116	%
Total revenue		644,124			571,613					13	%
Cost of goods sold		305,014			291,533					5	%
Gross profit		339,110			280,080					21	%
Gross profit margin		53	%		49	%
Total operating expenses		289,084			231,949					25	%
Income from operations		50,026			48,131					4	%
Total other expense, net		(22,424	)		(34,208	)				34	%
Income (loss) before provision for income taxes		27,602			13,923					(98	)%
Income tax expense		(87,628	)		(66,527	)		)		(32	)%
Net loss		(60,026	)		(52,604	)		)		(14	)%
Less: Net loss attributable to non-controlling interest		(1,648	)		(2,941	)				44	%
Net loss attributable to Curaleaf Holdings, Inc.	$	(58,378	)	$	(49,663	)		)		(18	)%

All values are in US Dollars.

Comparison of the three and six months ended June 30, 2022and 2021

Revenue

Revenue for the three months ended June 30, 2022 was $333.8 million, an increase of $22.5 million or 7% compared to revenue of $311.3 million in the prior year comparable period while revenue for the six months ended June 30, 2022 was $644.1 million, an increase of $72.5 million or 13%, compared to revenue of $571.6 million in the prior year comparable period. These increases were primarily attributable to organic and acquisitional growth that has occurred since the prior year comparable periods, including the acquisition of Bloom Dispensaries (“Bloom”), the opening of several new dispensaries in the U.S., as well as the commencement of adult use sales in New Jersey.

Cost of Goods Sold

Cost of goods sold for the three months ended June 30, 2022 was $154.9 million, a decrease of $3.8 million or 2% compared to cost of goods sold of $158.7 million in the prior year comparable period, while cost of goods sold for the six months ended June 30, 2022 was $305.0 million, an increase of $13.5 million or 5% compared to cost of goods sold of $291.5 million in the prior year comparable period. The increase in cost of goods sold for the six month comparable period was primarily associated with the increase in revenue as described above.

Gross Profit

Gross profit for the three months ended June 30, 2022 was $178.9 million, or 54% of revenue, compared to $152.6 million or 49% of revenue, in the prior year comparable period. The changes in gross profit are directly attributable to the changes in revenue and cost of goods sold described above. The changes in gross profit are directly attributable to the changes in revenue and cost of goods sold described above.

Gross profit for the six months ended June 30, 2022 was $339.1 million, or 53% of revenue, compared to $280.1 million or 49% of revenue, in the prior year comparable period. The changes in gross profit are directly attributable to the changes in revenue and cost of goods sold described above.

Comparison of the three months ended June 30, 2022 to thethree months ended March 31, 2022

Revenue

Revenue was $333.8 million for the three months ended June 30, 2022 compared to $310.4 million in the prior quarter, which represents an increase of $23.4 million or 8%, as a result of a 11% increase in retail revenue, offset slightly by a decrease in wholesale revenue attributable to the Company’s continued rationalization of its wholesale business in lower margin states. The increase in retail revenue was driven by the commencement of adult use sales in New Jersey, coupled with the opening of five new dispensaries in Florida, as well as a full quarter of consolidated revenue from Bloom, which was acquired in late January 2022.

Cost of Goods Sold

Cost of goods sold for the three months ended June 30, 2022 was $154.9 million, a decrease of $4.8 million or 3% compared to cost of goods sold of $150.1 million in the prior quarter.

Gross Profit

Gross profit for the three months ended June 30, 2022 was $178.9 million, or 54% of revenue, compared to $160.3 million, or 52% of revenue in the prior quarter. The changes in gross profit are directly attributable to the changes in revenue and cost of goods sold described above.

Total Operating Expenses

							Variance
	Three months ended						June 30, 2022 vs. <br>March 31, 2022					June 30, 2022 vs. <br>June 30, 2021
	June 30, 2022		March 31, 2022		June 30, 2021				%					%
Salaries and benefits	$	57,978	$	55,949	$	42,689				4	%				36	%
Sales and marketing		10,831		9,426		10,290				15	%				5	%
Rent and occupancy		12,416		12,311		14,201				1	%		)		(13	)%
Travel		3,079		1,979		1,844				56	%				67	%
Professional fees		8,774		9,463		7,844		)		(7	)%				12	%
Office supplies and services		6,816		5,944		8,360				15	%		)		(18	)%
Other		12,750		10,072		6,073				27	%				110	%
Total selling, general, and administrative		112,644		105,144		91,301				7	%				23	%
Depreciation and amortization		28,220		27,146		21,540				4	%				31	%
Share-based compensation		8,258		7,672		12,301				8	%		)		(33	)%
Total operating expenses	$	149,122	$	139,962	$	125,142				7	%				19	%

All values are in US Dollars.

					Variance
	Six months ended June 30,				2022 vs. 2021
	2022		2021				%
Salaries and benefits	$	113,927	$	85,869				33	%
Sales and marketing		20,257		20,782		)		(3	)%
Rent and occupancy		24,727		20,810				19	%
Travel		5,057		2,627				93	%
Professional fees		18,237		14,520				26	%
Office supplies and services		12,760		16,920		)		(25	)%
Other		22,823		13,532				69	%
Total selling, general, and administrative		217,788		175,060				24	%
Depreciation and amortization		55,366		38,840				43	%
Share-based compensation		15,930		18,049		)		(12	)%
Total operating expenses	$	289,084	$	231,949				25	%

All values are in US Dollars.

Comparison of the three and six months ended June 30, 2022and 2021

Total operating expenses for the three months ended June 30, 2022 were $149.1 million, an increase of $24.0 million or 19%, compared to $125.1 million for the prior year comparable period. Total operating expenses represented 45% of total revenue in the three months ended June 30, 2022 compared to 40% in the prior year comparable period. Total operating expenses for the six months ended June 30, 2022 were $289.1 million, an increase of $57.1 million or 25%, compared to $231.9 million for the prior year comparable period. Total operating expenses represented 45% of total revenue in the six months ended June 30, 2022, compared to 41% in the prior year comparable period. The increase in total operating expenses for the six month comparable period was primarily driven by higher salaries and benefits as a result of higher headcount due to the Company’s expansion in the number of retail dispensaries from 109 at June 30, 2021 to 13000 at June 30, 2022 along with an increase in depreciation and amortization expense reflective of the operational and acquisitional asset growth, partially offset by a decrease in share-based compensation period over period.

Comparison of the three months ended June 30, 2022 to thethree months ended March 31, 2022

Total operating expenses for the three months ended June 30, 2022 were $149.1 million, an increase of $9.2 million or 7%, compared to $140.0 million in the prior quarter. Operating expenses represented 45% of total revenue in the three months ended June 30, 2022 and 45% in the three months ended March 31, 2022. The increase in total operating expenses was primarily due to higher salaries and benefits, which are primarily due to the increase of retail dispensaries in the U.S. from 128 in the prior quarter to 135 as of June 30, 2022, as well as higher sales and marketing spend, travel, and depreciation expenses.

Total Other Income (Expense), net

										Variance
	Three months ended									June 30, 2022 vs. <br>March 31, 2022					June 30, 2022 vs. <br>June 30, 2021
	June 30, 2022			March 31, 2022			June 30, 2021					%					%
Interest income	$	10		$	59		$	278			)		(83	)%		)		(96	)%
Interest expense		(14,308	)		(13,146	)		(12,008	)		)		(9	)%		)		(19	)%
Interest expense related to lease liabilities and financial obligations		(7,537	)		(7,332	)		(6,900	)		)		(3	)%		)		(9	)%
Other income, net		18,520			1,310			2,768					1314	%				569	%
Total other expense, net	$	(3,315	)	$	(19,109	)	$	(15,862	)				83	%				79	%

All values are in US Dollars.

							Variance
	Six months ended June 30,						2022 vs. 2021
	2022			2021					%
Interest income	$	69		$	366			)		(81	)%
Interest expense		(27,454	)		(23,911	)		)		(15	)%
Interest expense related to lease liabilities and financial obligations		(14,869	)		(13,132	)		)		(13	)%
Other income, net		19,830			2,469					703	%
Total other expense, net	$	(22,424	)	$	(34,208	)				34	%

All values are in US Dollars.

Comparison of the three and six months ended June 30, 2022and 2021

Total other expense, net for the three months ended June 30, 2022 was $3.3 million, a decrease in expense of $12.5 million, or 79%, compared to $15.9 million in the prior year comparable period. Total other expense, net for the six months ended June 30, 2022 was $22.4 million, a decrease in expense of $11.8 million, or 34%, compared to $34.2 million, for the prior year comparable period. The decrease in total other expense, net is primarily related to an increase in gain on investments related to the Company’s acquisition of GR Companies Inc. (“Grassroots”) and EMMAC coupled with lower Interest expense, which was partially offset by an increase in interest expense related to lease liabilities and financial obligations.

Provision for Income Taxes

The Company recorded an income tax expense of $48.2 million for the three months ended June 30, 2022, an increase of $10.5 million, or 28%, compared to an income tax expense of $37.7 million for the prior year comparable period. The Company recorded an income tax expense of $87.6 million for the six months ended June 30, 2022, an increase of $21.1 million or 32% compared to an income tax expense of $66.5 million for the prior year comparable period. The increase in income tax expense was primarily due to the gain on investment related to our acquisition of Grassroots and an increase in gross profit of certain of the Company’s subsidiaries that are subjected to the restrictions of Section 280E.

Net Loss

Net loss for the three months ended June 30, 2022 was $21.8 million, a decrease in net loss of $4.3 million or 16% compared to a net loss of $26.0 million for the three months ended March 31, 2021. The increase in net loss is primarily due to the increase in revenue along with the decrease in income tax expense and partially offset by the increase in operating expenses as described above.

Net loss for the six months ended June 30, 2022 was $60.0 million, an increase in net loss of $7.4 million, or 14%, compared to a net loss of $52.6 million for the prior year comparable period. The increase in net loss was primarily due to the increases in operating expenses, cost of goods sold, and income tax expense, which were partially offset by higher revenues, as described above.

Comparison of the three months ended June 30, 2022 to thethree months ended March 31, 2022

Total other expense, net for the three months ended June 30, 2022 was $3.3 million, a decrease of $15.8 million, or 83%, compared to $19.1 million in the prior quarter. The decrease in total other expense, net is primarily due to an increase of gain on investments related to the Grassroots and EMMAC acquisitions.

Provision for Income Taxes

The Company recorded an income tax expense of $48.2 million for the three months ended June 30, 2022, an increase of $8.7 million or 22% compared to an income tax expense of $39.4 million in the prior quarter. The increase in income tax expense was primarily due to the gain on investment related to our acquisition of Grassroots.

Net Loss

Net loss for the three months ended June 30, 2022 was $21.8 million, a decrease in net loss of $16.5 million, or 43%, compared to a net loss of $38.3 million in the prior quarter. The decrease in net loss was primarily due to higher revenues, lower other expense, net as well as the decrease in cost of goods sold, as described above.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources

The Company’s primary need for liquidity is to fund working capital requirements of the business, capital expenditures, acquisitions, debt service, and for general corporate purposes. To date the Company’s primary source of liquidity has been from funds generated by financing activities, including the private placement completed in connection with the Company’s Business Combination, the private placement of SVS completed in July 2020, the overnight marketed public offering of SVS completed in January 2021, and the private placement of $475 million aggregate principal amount of senior secured notes completed in December 2021. The Company’s ability to fund its operations, to make planned capital expenditures, to complete planned acquisitions, to make scheduled debt and lease payments, and to repay or refinance indebtedness depends on our future operating performance and cash flows, which are subject to, among other factors, prevailing economic conditions and financial, business, and other factors, some of which are beyond the Company’s control. See the “Financial Instruments and Financial Risk Management” and “Risk Factors” sections of the Company’s Annual MD&A.

As of June 30, 2022, the Company had $187.1 million of cash and cash equivalents and working capital (current assets minus current liabilities) of $316.5 million, compared to $299.3 million of cash and cash equivalents and $410.4 million of working capital as of December 31, 2021. The decrease of $93.9 million in the working capital was primarily due to a decrease in cash on hand and an increase in accounts payable, offset by an increase in inventories and assets held for sale at June 30, 2022 as compared to December 31, 2021.

The Company is generating cash from sales and is investing its capital reserves in current operations and new acquisitions that are expected to generate additional earnings in the long term.

Recent Financing Transactions

Senior Secured Notes – 2026

A copy of the Note Indenture is available on the Company’s SEDAR profile at www.sedar.com and on its EDGAR profile at www.sec.gov/edgar/shtml.

Cash Flows

The following table summarizes the sources and uses of cash for each of the periods presented:

	Six months ended June 30,
	2022			2021				%
Net cash used in operating activities	$	(9,677	)	$	(89,727	)			89	%
Net cash used in investing activities		(129,930	)		(33,530	)	)		(288	)%
Net cash provided by financing activities		31,148			383,436		)		(92	)%
Net (decrease) increase in cash	$	(108,459	)	$	260,179		)		(142	)%

All values are in US Dollars.

Operating Activities

During the six months ended June 30, 2022 and 2021, operating activities used $9.7 million and $89.7 million respectively, of cash. For the six months ended June 30, 2022, cash used by changes in operating assets and liabilities was primarily attributable to a decrease in inventories and other assets offset by an increase in accounts payable and income tax payable. For the six months ended June 30, 2021, cash used in changes in operating assets and liabilities was primarily attributable to an increase in inventories and a decrease in income tax payable, partially offset by higher accrued expenses.

Investing Activities

During the six months ended June 30, 2022 and 2021, investing activities used $129.9 million and $33.5 million, respectively, of cash. For the six months ended June 30, 2022, cash used in investing activities was primarily attributable to payments made on completion of acquisitions, coupled with payments for property and equipment, primarily related to the build out of new dispensaries, processing, and cultivation sites, partially offset by cash acquired and consolidated from acquired entities.

Financing Activities

During the six months ended June 30, 2022 and 2021, financing activities provided $31.1 million and $383.4 million, respectively, of cash. During the six months ended June 30, 2022, cash used by financing activities was almost exclusively attributable to proceeds from sale leasebacks, partially offset by lease liability payments. During the six months ended June 30, 2021, cash provided by financing activities was primarily attributable to cash received in issuance of SVS, proceeds from the minority investment in Curaleaf International, and cash received from a financing agreement, partially offset by lease liability payments.

Contractual Obligations and Commitments

The Company has historically entered into transactions where real estate property or equipment is sold and leased back from the buyer. These transactions are evaluated to determine if sale-leaseback accounting criteria are met. If the Company determines that it has retained control of the property or equipment, the Company records the financed lease asset in “Property and equipment, net” and a corresponding financial obligation in “Financing lease obligations” on its Condensed Interim Consolidated Balance Sheets. The Company allocates each lease payment between a reduction of the lease obligation and interest expense using the effective interest method.

The Company leases machinery and equipment under leases that are of low-value or short-term in nature and therefore no ROU assets and lease liabilities are recognized for these leases. Expenses recognized relating to short-term leases and leases of low value during the three and six months ended June 30, 2022 and 2021 were immaterial.

Period	Amount
2022 (remaining six months)	$	2,035
2023		50,000
2024		50,000
2025		60,000
2026		475,000
2027 and thereafter		6,151
Total future debt obligations	$	643,186

SUMMARY OF QUARTERLY RESULTS

	Three<br> months ended
	June 30,<br> 2022			March 31,<br> 2022			December 31,<br> 2021			September 30,<br> 2021			June 30,<br> 2021			March 31,<br> 2021			December 31,<br> 2020			September 30,<br> 2020
Revenue	$	333,754		$	310,370		$	308,675		$	315,699		$	311,293		$	260,320		$	230,253		$	182,408
Cost of<br> goods sold		154,894			150,120			161,950			172,673			158,667			132,866			116,918			95,920
Gross profit		178,860			160,250			146,725			143,026			152,626			127,454			113,335			86,488
Operating<br> expenses		149,122			139,962			136,235			143,074			125,142			106,807			108,189			91,425
Other expense,<br> net		(3,315	)		(19,109	)		(50,862	)		(35,700	)		(15,862	)		(18,346	)		(13,034	)		(8,423	)
Net loss		(21,762	)		(38,264	)		(75,500	)		(86,538	)		(26,043	)		(26,561	)		(20,126	)		(32,105	)
Less: Net<br> (loss) income attributable to redeemable non-controlling interest		127			(1,775	)		(2,541	)		(3,220	)		(2,941	)		—			165			412
Net loss<br> attributable to Curaleaf Holdings, Inc.		(21,889	)		(36,489	)		(72,959	)		(83,318	)		(23,102	)		(26,561	)		(20,291	)		(32,517	)
Loss per<br> share - basic and diluted	$	(0.03	)	$	(0.05	)	$	(0.10	)	$	(0.12	)	$	(0.03	)	$	(0.04	)	$	(0.03	)	$	(0.05	)
Weighted<br> average SVS outstanding - basic and diluted		709,965,526			708,897,273			707,450,310			703,545,262			701,668,932			682,041,420			660,398,593			625,228,556

During the year ended December 31, 2020, the Company completed the following acquisitions:

(i)	Q1 2020: Select, Arrow Alternative Care, Inc., and Remedy Compassion Center;
(ii)	Q2 2020: Virginia’s Kitchen, LLC d/b/a Blue Kudu, Curaleaf NJ, Inc., and Primary Organic Therapy, Inc;
---	---
(iii)	Q3 2020: Grassroots, PalliaTech Florida LLC; and
---	---
(iv)	Q4 2020 Alternative Therapies Group, Inc.
---	---

During the year ended December 31, 2021, the Company completed the following acquisitions:

(i)	Q2 2021: EMMAC and Maryland Compassionate Care and Wellness, LLC;
(ii)	Q3 2021: Ohio Grown Therapies, LLC; and
---	---
(iii)	Q4 2021: Los Sueños.
---	---

During the first quarter of 2022, the Company completed the following acquisitions:

(i)	Bloom Dispensaries; and
(ii)	Sapphire Medical Clinics Limited.
---	---

During the second quarter of 2022, the Company completed the following acquisition:

(i)	Natural Remedy Patient Center, LLC.

OFF-BALANCE SHEET ARRANGEMENTS

As of June 30, 2022, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

RELATED PARTY TRANSACTIONS

	Related party transactions
	Three months ended June 30,						Six months ended June 30,						Balance receivable (payable) as of
Transaction	2022			2021			2022			2021			June 30, 2022			December 31, 2021
Consulting fees ^(1)^	$	153		$	368		$	694		$	462		$	—		$	—
Travel and reimbursement ^(2)^		26			22			323			1,277			—			—
Rent expense reimbursement ^(3)^		(42	)		(42	)		(83	)		(54	)		—			—
Equipment purchases ^(4)^		—			—			—			1,426			—			—
Senior Secured Notes - 2026 ^(5)^		235			—			466			—			(10,000	)		(10,000	)
Promissory Note - 2024 ^(5)^		—			329			—			654			—			—
	$	372		$	677		$	1,400		$	3,765		$	(10,000	)	$	(10,000	)

(2) Travel and reimbursement relate to payments made to Measure 8 for reimbursements of certain expenses incurred. There are on-going contractual commitments related to these transactions

The Company’s key management personnel have the authority and responsibility for planning, directing and controlling the activities of the Company and consists of the Company's executive management team and management directors. Key management personnel compensation and other related party expenses for the three and six months ended June 30, 2022 and 2021 are as follows:

	Three months ended June 30,				Six months ended June 30,
Key management personnel compensation	2022		2021		2022		2021
Short-term employee benefits	$	2,236	$	3,194	$	4,765	$	4,094
Other long-term benefits		12		11		23		21
Share-based payments		1,742		4,323		3,434		6,741
	$	3,990	$	7,528	$	8,222	$	10,856

CHANGES IN OR ADOPTION OF ACCOUNTING PRACTICES

New Accounting Guidance - Recently Adopted

New Accounting Guidance - Not Yet Adopted

The Company reviews recently issued accounting standards on a quarterly basis and has determined there are no standards yet to be adopted which are relevant to the business for disclosure.

SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES, AND ASSUMPTIONS

The most significant assumptions and estimates underlying these Amended and Restated Interim Financial Statements are described below.

Consolidation

The Company consolidates legal entities in which it holds a controlling financial interest. The Company follows a two-tier consolidation assessment model, first focusing on a qualitative assessment of the Company’s ability to exercise power over significant activities and have exposure to potentially significant benefits or losses (the variable interest model), and second focusing on voting rights (the voting interest model). All entities are first evaluated to determine if they are VIEs. If an entity is determined not to be a VIE, it is assessed on the basis of voting and other decision-making rights under the voting interest model. The Company has determined that they possess the power to direct activities of their consolidated VIEs through management service agreements (see Note 23 — Revenue disaggregation ), or other similar arrangements.

Accounting for acquisitions and business combinations

Classification of an acquisition as a business combination or asset acquisition can depend on whether the asset acquired constitutes a business, which can be a complex judgment.

Share-based payment arrangements

Goodwill impairment

Inventory

Income taxes

Assets held for sale

COVID-19 estimation uncertainty

RESTATEMENT

Select Acquisition

Number of Share Options & RSUs

Adjustments have been retrospectively made to the comparative period as of and for the six months ended June 30, 2021, to reflect mandatory disclosures associated with the reconciliation of share options and RSUs. Refer to Note 14 — Share-based payment arrangements in the Amended and Restated Interim Financial Statements for disclosures that reflect these adjustments. The correction of this error did not result in any changes to the Company’s Condensed Interim Consolidated Balance Sheets, Condensed Interim Consolidated Statements of Operations, Condensed Interim Consolidated Statements of Comprehensive Loss, Condensed Interim Consolidated Statements of Stockholders’ Equity or Condensed Interim Consolidated Statements of Cash Flows.

SUMMARY OF OUTSTANDING SHARE DATA

The Company had the following securities issued and outstanding as of August 8, 2022:

Securities	Number of Shares
Issued and Outstanding:
Multiple Voting Shares		93,970,705
Subordinate Voting Shares		615,113,311
Restricted Share Units		3,629,119
Stock Options		24,941,974

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The three levels of hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Inputs for the asset or liability that are not based on observable market data.

Financial Risk Management

Credit Risk

Credit risk is the risk of a potential loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s notes and accounts receivable. The maximum credit exposure at June 30, 2022 and 2021 is the carrying amount of cash and cash equivalents, accounts receivable, and notes receivable. The Company does not have significant credit risk with respect to its customers. All cash and cash equivalents are placed with major U.S. financial institutions.

Liquidity Risk

In December 2021, the Company closed a private placement of Senior Secured Notes - 2026, for aggregate gross proceeds of $475 million to the Company. The notes bear interest on the unpaid principal amount at a rate of 8% per annum, compounded semi-annually and payable in arrears on June 15 and December 15 of each year during the term of the notes; the first of which was paid on June 15, 2022. The Note Indenture governing the Senior Secured Notes - 2026 contains numerous positive and negative covenants of the Company. If the Company breaches a covenant under the Note Indenture, the trustee may, under certain circumstances, accelerate the maturity of the principal amount outstanding or realize on the collateral granted by the Company over its assets. A breach of covenant under the Note Indenture could have a material adverse impact on the Company’s financial position.

In connection with the Bloom acquisition, the Company issued secured promissory notes to the former Bloom owners in the aggregate of $160 million, which mature over three years. The first and second set of notes are each $50 million and mature in January 2023 and 2024; each bear interest at the rate of 6% per annum and interest payments are due quarterly.

The Company is monitoring the impacts of COVID-19 closely, and although liquidity has not been materially affected by the COVID-19 outbreak to date, the ultimate severity of the outbreak and its impact on the economic environment is uncertain. Given the current uncertainty of the future economic environment, the Company has taken additional measures in monitoring and deploying its capital to minimize the negative impact on liquidity. For more information, see Note 2 — Basis of presentation, COVID-19 estimation uncertainty in the Company’s amended and restated interim unaudited consolidated financial statements for the period ended June 30, 2022.

Market Risk

Currency Risk

Interest Rate Risk

REGULATORY ENVIRONMENT: ISSUERS WITH UNITEDSTATES CANNABIS-RELATED ASSETS

In accordance with Staff Notice 51-352, below is a discussion of the current federal and state-level U.S. regulatory regimes in those jurisdictions where the Company is currently directly and indirectly involved, through its subsidiaries and investments, in the cannabis industry. See also “The States theCompany Operates In, Their Legal Framework and How It Affects Our Business” section above for additional details.

The Company derives its revenues from thecannabis industry in certain states of the U.S., and the industry is illegal under U.S. federal law.

The Company’s Statement of CondensedInterim Consolidated Balance Sheets and Condensed Interim Consolidated Statements of Operations Exposure to U.S. Cannabis Related Activities

U.S. Federal Overview

The Controlled Substance Act

The U.S. federal government regulates drugs through the federal Controlled Substances Act (21 U.S.C. § 811) (the “CSA”), which places controlled substances, including cannabis, in one of five different schedules. Cannabis, except hemp containing less than .3% (on a dry weight basis) of the psychoactive ingredient in cannabis, is classified as a Schedule I drug. As a Schedule I drug, the federal Drug Enforcement Agency considers cannabis to have a high potential for abuse, no currently accepted medical use in treatment in the U.S., and a lack of accepted safety for use of the drug under medical supervision^1^. The classification of cannabis as a Schedule I drug is inconsistent with what the Company believes to be many valuable medical uses for cannabis accepted by physicians, researchers, patients, and others. As evidence of this, the federal Food and Drug Administration (“FDA”) on June 25, 2018, approved Epidiolex an oral solution with an active ingredient, cannabidiol (“CBD”), that is derived from the cannabis plant for the treatment of seizures associated with two rare and severe forms of epilepsy, Lennox-Gastaut syndrome and Dravet syndrome, in patients two years of age and older. This is the first FDA-approved drug that contains a purified drug substance derived from the cannabis plant. CBD is a chemical component of cannabis that does not contain the intoxication properties of tetrahydrocannabinol (“THC”), the primary psychoactive component of cannabis^2^. The Company believes the CSA categorization as a Schedule I drug is not reflective of the medicinal properties of cannabis or the public perception thereof, and numerous studies show cannabis is not able to be abused in the same way as other Schedule I drugs, has medicinal properties, and can be safely administered^3^.

Nonetheless, 47 U.S. states, the District of Columbia, and the territories of Puerto Rico, the U.S. Virgin Islands, Guam, and the Northern Mariana Islands have legalized some form of cannabis for medical use, while 19 states and the District of Columbia have legalized the adult-use of cannabis for recreational purposes. As more and more states legalized medical and/or adult-use cannabis, the federal government attempted to provide clarity on the incongruity between federal prohibition under the CSA and these state-legal regulatory frameworks. Notwithstanding the foregoing, cannabis remains illegal under U.S. federal law, with cannabis listed as a Schedule I drug under the CSA.

Until 2018, the federal government provided guidance to federal law enforcement agencies and banking institutions regarding cannabis through a series of memoranda from the Department of Justice (“DOJ”). The most recent such memorandum was drafted by former Deputy Attorney General James Cole on August 29, 2013 (the “Cole Memorandum”)^4^. The Cole Memorandum offered guidance to federal enforcement agencies as to how to prioritize civil enforcement, criminal investigations and prosecutions regarding cannabis in all states, and acknowledged that, notwithstanding the designation of cannabis as a Schedule I controlled substance at the federal level, several states have enacted laws authorizing the use of cannabis. The Cole Memorandum also noted that jurisdictions that have enacted laws legalizing cannabis in some form have also implemented strong and effective regulatory and enforcement systems to control the cultivation, processing, distribution, sale and possession of cannabis. As such, conduct in compliance with those laws and regulations is less likely to be a priority at the federal level. The Cole Memorandum was seen by many state-legal cannabis companies as a safe harbor for their licensed operations that were conducted in full compliance with all applicable state and local regulations. However, on January 4, 2018, former U.S. Attorney General Jeff Sessions rescinded the Cole Memorandum. In the absence of a uniform federal policy, U.S. Attorneys with state-legal cannabis programs within their jurisdictions are responsible for establishing enforcement priorities for their respective offices. For instance, Andrew Lelling, a former U.S. Attorney for the District of Massachusetts, stated that while his office would not immunize any businesses from federal prosecution, he anticipated focusing the office's cannabis enforcement efforts on: (1) overproduction; (2) targeted sales to minors; and (3) organized crime and interstate transportation of drug proceeds. Other U.S. attorneys provided less assurance, promising to enforce federal law, including the CSA in appropriate circumstances. One of those U.S. Attorneys, Greg Scott, the Interim U.S. Attorney for the Eastern District of California, has a history of prosecuting medical cannabis activity: his office published a statement that cannabis remains illegal under federal law, and that his office would “evaluate violations of those laws in accordance with our district’s federal law enforcement priorities and resources”.

^1^21 U.S.C. 812(b)(1).

^2^Cannabis containing THC is more commonly referred to in state laws and regulations as marijuana. Unless otherwise noted herein, we use cannabis and marijuana interchangeably.

^3^See Lachenmeier, DW & Rehm, J. (2015). Comparative risk assessment of alcohol, tobacco, cannabis and other illicit drugs using the margin of exposure approach. ScientificReports, 5, 8126. doi: 10.1038/srep08126; see also Thomas, G & Davis, C. (2009). Cannabis, Tobacco and Alcohol Use in Canada: Comparing risks of harm and costs to society. Visions Journal, 5. Retrieved from http://www.heretohelp.bc.ca/sites/default/files/visions_cannabis.pdf; see also Jacobus et al. (2009). White matter integrity in adolescents with histories of marijuana use and binge drinking. Neurotoxicologyand Teratology, 31, 349-355. https://doi.org/10.1016/j.ntt.2009.07.006; Could smoking pot cut risk of head, neck cancer? (2009 August 25). Retrieved from https://www.reuters.com/article/us-smoking-pot/could-smoking-pot-cut-risk-of-head-neck-cancer-idUSTRE57O5DC20090825; Watson, SJ, Benson JA Jr. & Joy, JE. (2000). Marijuana and medicine: assessing the science base: a summary of the 1999 Institute of Medicine report. Arch Gen Psychiatry Review, 57, 547-552. Retrieved from https://www.ncbi.nlm.nih.gov/pubmed/10839332; see also Hoaken, Peter N.S. & Stewart, Sherry H. (2003). Drugs of abuse and the elicitation of human aggressive behavior. Addictive Behaviours,28, 1533-1554. Retrieved from http://www.ukcia.org/research/AgressiveBehavior.pdf; and see also Fals-Steward, W., Golden, J. & Schumacher, JA. (2003). Intimate partner violence and substance use: a longitudinal day-to-day examination. Addictive Behaviors,28, 1555-1574. Retrieved from https://www.ncbi.nlm.nih.gov/pubmed/14656545.

^4^See James M. Cole, Memorandum for all United StatesAttorneys re: Guidance Regarding Marijuana Enforcement (Aug. 29, 2013), available at https://www.justice.gov/iso/opa/resources/3052013829132756857467.pdf.

Following his election, President Biden appointed Merrick Garland to serve as the U.S. Attorney General. While Attorney General Garland indicated in his confirmation hearing that he did not feel that enforcement of the federal cannabis prohibition against state-licensed business would not be a priority target of Department of Justice resources, no formal enforcement policy has been issued to date. There is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the U.S. congress (“Congress”) amends the CSA with respect to cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current U.S. federal law.

As an industry best practice, despite the rescission of the Cole Memorandum, the Company abides by the following standard operating policies and procedures:

1.	Ensure that its operations are compliant with all licensing requirements as established by the applicable<br>state, county, municipality, town, township, borough, and other political/administrative divisions;
2.	Ensure that its cannabis related activities adhere to the scope of the licensing obtained (for example:<br>in the states where cannabis is permitted only for adult-use, the products are only sold to individuals who meet the requisite age requirements);
---	---
3.	Implement policies and procedures to ensure that cannabis products are not distributed to minors;
---	---
4.	Implement policies and procedures to ensure that funds are not distributed to criminal enterprises, gangs<br>or cartels;
---	---
5.	Implement an inventory tracking system and necessary procedures to ensure that such compliance system<br>is effective in tracking inventory and preventing diversion of cannabis or cannabis products into those states where cannabis is not permitted<br>by state law, or across any state lines in general;
---	---
6.	Ensure that its state-authorized cannabis business activity is not used as a cover or pretense for trafficking<br>of other illegal drugs, is engaged in any other illegal activity or any activities that are contrary to any applicable anti-money laundering<br>statutes; and
---	---
7.	Ensure that its products comply with applicable regulations and contain necessary disclaimers about the<br>contents of the products to prevent adverse public health consequences from cannabis use and prevent impaired driving.
---	---

At the time of the CAOA announcement, Senator Schumer indicated such a bill currently does not have sufficient support in the Congress to pass. Although he originally targeted Spring 2022 for passage of legislation based on the CAOA draft, he is now targeting formal introduction of a revised draft of the CAOA in the U.S. Senate for April 2022, and the contents of such revised draft have not yet been disclosed. Therefore, it is unclear whether provisions in the CAOA that are favorable to the cannabis industry, such as preserving the current state regulatory system, will remain in any final legislation. In addition, the CAOA lacks clarity regarding the transition of cannabis control from the DEA to TTB and the FDA, which presents the risk that existing operators may face a period of regulatory uncertain if legislation similar to the CAOA is enacted. Such uncertainty may impede growth of, and investment in, incumbent cannabis businesses, while exposing them to increased competition from the illicit market. On July 21, 2022, the CAOA was introduced in the U.S. Senate.

Money Laundering Laws

1.	Verifying with the appropriate state authorities whether the business is duly licensed and registered;
2.	Reviewing the license application (and related documentation) submitted by the business for obtaining<br>a state license to operate its marijuana-related business;
---	---
3.	Requesting from state licensing and enforcement authorities available information about the business and<br>related parties;
---	---
4.	Developing an understanding of the normal and expected activity for the business, including the types<br>of products to be sold and the type of customers to be served (e.g., medical versus adult-use customers);
---	---
5.	Ongoing monitoring of publicly available sources for adverse information about the business and related<br>parties;
---	---
6.	Ongoing monitoring for suspicious activity, including for any of the red flags described in this guidance;<br>and
---	---
7.	Refreshing information obtained as part of customer due diligence on a periodic basis and commensurate<br>with the risk.
---	---

The former Secretary of the U.S. Department of the Treasury, Steven Mnuchin, publicly stated that he did not have a desire to rescind the FinCEN Guidance.^5^ The new Secretary of the Treasury, Janet Yellen, has not yet articulated an official Treasury Department position with regard to the FinCEN Guidance and thus as an industry best practice and consistent with its standard operating procedures, the Company adheres to all customer due diligence steps in the FinCEN Guidance.

In the absence of comprehensive reform of federal cannabis legislation that would decriminalize the cannabis industry, a growing number of members of Congress have expressed support for federal legislation that would eliminate from the scope of federal money laundering statutes the financing activity of businesses operating under state-sanctioned cannabis programs. On September 26, 2019, the U.S. House of Representatives passed the Secured and Fair Enforcement Banking Act of 2019 (commonly known as the “SAFE Banking Act”), which aims to provide safe harbor and guidance to financial institutions that work with legal U.S. cannabis businesses. On May 11, 2020, the U.S. House of Representatives introduced the Health and Economic Recovery Omnibus Emergency Solutions Act (the “HEROES Act”), an economic stimulus package which included the language of the SAFE Banking Act. On September 28, 2020, the U.S. House of Representatives introduced a revised version of the HEROES Act, including the text of the SAFE Banking Act for a second time. The revised bill was passed by the U.S. House of Representatives on October 1, 2020, before going to the Senate. On December 21, 2020, Congress reached a deal for a different $900,000,000 stimulus package. On September 23, 2021, a form of the SAFE Banking Act was approved by the House as part of the National Defense Authorization Act (the “NDAA”) for the fiscal year 2022. While the SAFE Banking Act provisions were removed from the NDAA in its final form, the passage in this form in the U.S. House of Representatives with 90 Republican members voting in favor, shows increasing bi-partisan support for resolution of the banking issues faced by the industry. While Congress may consider legislation in the future that may permanently address these issues, there can be no assurance of the content of any proposed legislation or that such legislation is ever passed. The Company’s inability, or limitations on the Company's ability, to open or maintain bank accounts, obtain other banking services and/or accept credit card and debit card payments may make it difficult for the Company to operate and conduct its business as planned or to operate efficiently. On July 14, 2022, the SAFE Banking Act was introduced again in the U.S. Senate as part of the NDAA.

Federal Taxation of Cannabis Businesses

^5^Angell, Tom. (2018 February 6). Trump Treasury Secretary Wants Marijuana Money In Banks, available at https://www.forbes.com/sites/tomangell/2018/02/06/trump-treasury-secretary-wants-marijuana-money-in-banks/#2848046a3a53; see also Mnuchin: Treasury is reviewing cannabis policies. (2018 February 7), available at http://www.scotsmanguide.com/News/2018/02/Mnuchin--Treasury-is-reviewing-cannabis-policies/.

Reform of Federal Legislation on IndustrialHemp

On December 20, 2018, former President Trump signed the Agriculture Improvement Act of 2018, Pub. L. 115-334, (popularly known as the “2018 Farm Bill”) into law.^6^Under the 2018 Farm Bill, industrial and commercial hemp is no longer to be classified as a Schedule I controlled substance in the U.S. Hemp includes the plant cannabis sativa L and any part of that plant, including seeds, derivatives, extracts, cannabinoids and isomers, which contain no more than 0.3% of delta-9-THC concentration by dry weight. The 2018 Farm Bill allows states to create regulatory programs allowing for the licensed cultivation of hemp and production of hemp-derived products. Hemp and products derived from it, such as CBD, may then be sold into commerce and transported across state lines, provided that the hemp from which any product is derived was cultivated under a license issued by an authorized state program approved by the U.S. Department of Agriculture and otherwise meets the definition of hemp.

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 SAFE Banking Act and the MORE Act, as well as potential executive action to clarify federal policy toward the industry, although it is uncertain whether and in what manner any such federal changes will occur. On a federal level, President Joseph R. Biden campaigned on a platform that included cannabis decriminalization. Democrats, who are generally more supportive of federal cannabis reform than Republicans, maintained their majority in the U.S. House of Representatives, although at a smaller margin than initially expected, and have gained sufficient seats in the U.S. Senate to achieve control.

Application of Immigration Laws

Service Providers

^6^H.R.2 - 115th Congress (2017-2018): Agriculture Improvement Act of 2018, Congress.gov (2018), https://www.congress.gov/bill/115th-congress/house-bill/2/text.

^7^ Notably, to date the FDA’s enforcement activities in respect of the sale of CBD foods and supplements has been largely focused upon those manufacturers and distributors that have made impermissible claims about the efficacy of CBD for treating certain diseases and medical conditions.

Ability to Access Capital

Heightened Scrutiny by Regulatory Authorities

Compliance and Monitoring

In addition to the above disclosure, please see “Risk Factors” for further risk factors associated with the operations of the Company and the Company.

RISK FACTORS

Hemp-Derived THC Products

There has been a proliferation of companies selling THC-containing consumer products (some coupled with CBD ingredients and some without) that are distributed outside existing state sanctioned medical and adult use marijuana programs. These products, which contain Delta-9 or other tetrahydrocannabinols such as Delta-8, are held out as being derived from hemp that meets the 2018 Federal Farm Bill requirements for excluding cannabis hemp from the Controlled Substances Act, namely that the hemp product contains no more than .3% total THC by dry weight. Within these limits, these products may still contain THC in significant levels: as an example, a typical edible ‘gummy’ product weighing a total of 6 grams could contain up to 18 mg of THC in a serving while still remaining within the Farm Bill .3% limit. Many state-sanctioned marijuana programs currently allow THC content of up 10 mg per serving. Further, those marketing these products currently can do so outside the state regulated marijuana markets and thus are not subject to the regulatory restrictions of state marijuana programs nor are they subject to state marijuana taxes, factors that may give these competitors a commercial advantage over those companies that operate and distribute THC containing products solely in accord with existing state regulated programs. The growth of the market for intoxicating, hemp-derived THC products outside the state-regulated system may become a source of significant competition to the Company, although the Company is unable to assess the impact of such competition at this time.

Exhibit 99.7

Form 52-109F2R

Certification of Refiled Interim Filings

This certificate is being filed on the same date that Curaleaf Holdings, Inc. (the “issuer”) has refiled interim financial report and interim MD&A for the interim period ended June 30, 2022 presented under US GAAP.

I, Matt Darin, Chief Executive Officer of the issuer, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the<br> “interim filings”) of the issuer for the interim period ended June 30, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the<br>interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that<br>is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings fairly present in all material respects<br>the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim<br>filings.
---	---

Date: May 1^st^, 2023

/s/ Matt<br> Darin
Matt Darin
Chief Executive Officer
NOTE TO READER<br><br> <br><br><br> <br>In contrast to the certificate required for non-venture<br> issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109),<br> this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls<br> and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying<br> officers filing this certificate are not making any representations relating to the establishment and maintenance of<br><br> <br><br><br> <br>i)               controls<br> and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings,<br> interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within<br> the time periods specified in securities legislation; and<br><br> <br><br><br> <br>ii)               a<br> process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with the issuer’s GAAP.<br><br> <br><br><br> <br>The issuer’s certifying officers are responsible<br> for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this<br> certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and<br> implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability,<br> transparency and timeliness of interim and annual filings and other reports provided under securities legislation
---

Exhibit 99.8

Form 52-109F2R

Certification of Refiled Interim Filings

I, Ed Kremer, Chief Financial Officer of the issuer, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the<br> “interim filings”) of the issuer for the interim period ended June 30, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the<br>interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that<br>is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings fairly present in all material respects<br>the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim<br>filings.
---	---

Date: May 1^st^, 2023

/s/<br> Ed Kremer
Ed Kremer
Chief Financial Officer
NOTE TO READER<br><br> <br><br><br> <br>In contrast to the certificate required for non-venture<br> issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109),<br> this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls<br> and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying<br> officers filing this certificate are not making any representations relating to the establishment and maintenance of<br><br> <br><br><br> <br>i)               controls<br> and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings,<br> interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within<br> the time periods specified in securities legislation; and<br><br> <br><br><br> <br>ii)              a<br> process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with the issuer’s GAAP.<br><br> <br><br><br> <br>The issuer’s certifying officers are responsible<br> for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this<br> certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and<br> implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability,<br> transparency and timeliness of interim and annual filings and other reports provided under securities legislation
---

Exhibit 99.9

CURALEAF HOLDINGS, INC.

Amended and Restated Unaudited Condensed Interim Consolidated Financial Statements

As of and for the Three and Nine Months Ended

September 30, 2022 and 2021

(Expressed in Thousands United States DollarsUnless Otherwise Stated)

Notice to Reader

Curaleaf Holdings, Inc. (the “Company”, “Curaleaf” or the “Group”) now prepares its financial statements filed with the Canadian Securities Administrators and with the Securities and Exchange Commission in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). As required pursuant to section 4.3(4) of National Instrument 51-102 - Continuous Disclosure Obligations, the Company must restate its amended and restated condensed consolidated interim financial statements for the three and nine months ended September 30, 2022 and 2021 (the “Amended and Restated Interim Financial Statements”) in accordance with U.S. GAAP, such Amended and Restated Interim Financial Statements having previously been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board. The Amended and Restated Interim Financial Statements are current as of September 30, 2022 and provide financial information for the three and nine months ended September 30, 2022, as amended and restated on May 1, 2023, solely to reflect the fact that the Amended and Restated Interim Financial Statements are now prepared in accordance with U.S. GAAP. Other than as expressly set forth above, the Amended and Restated Interim Financial Statements do not, and do not purport to, update or restate the information in the original unaudited condensed consolidated financial statements or reflect any events that occurred after the date of the filing of the original unaudited condensed consolidated financial statements.

	Page(s)
Amended and Restated Condensed Interim Consolidated Financial Statements
Amended and Restated Condensed Interim Consolidated Balance Sheets	1
Amended and Restated Condensed Interim Consolidated Statements of Operations (Unaudited)	2
Amended and Restated Condensed Interim Consolidated Statements of Comprehensive Income (Unaudited)	3
Amended and Restated Condensed Interim Consolidated Statements of Shareholders’ Equity (Unaudited)	4
Amended and Restated Condensed Interim Consolidated Statements of Cash Flows (Unaudited)	5
Notes to Amended and Restated Condensed Interim Consolidated Financial Statements	7-44

Curaleaf Holdings, Inc.

Amended and Restated Condensed Interim Consolidated Balance Sheets

(in thousands)

		As of
	Note	September 30, 2022			December 31, 2021
		Unaudited			Audited
Assets
Current assets:
Cash and cash equivalents		$	197,681		$	299,329
Accounts receivable, net	3		61,313			60,425
Inventories, net	5		298,858			248,146
Assets held for sale	6		109,315			80,736
Prepaid expenses and other current assets			31,595			35,670
Current portion of notes receivable	7		—			2,315
Total current assets			698,762			726,621
Deferred tax asset			3,193			2,155
Notes receivable	7		—			842
Property, plant and equipment, net	8		581,694			525,825
Right-of-use assets, finance lease	9		115,560			103,035
Right-of-use assets, operating lease	9		89,836			76,048
Intangible assets, net	10		1,182,144			1,036,054
Goodwill	10		674,100			605,834
Investments			3,372			4,401
Other assets	4		54,374			24,256
Total assets		$	3,403,035		$	3,105,071
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	21	$	78,739		$	26,751
Accrued expenses			94,583			86,966
Income tax payable			165,664			139,172
Lease liability, finance lease	9		5,666			4,565
Lease liability, operating lease	9		15,183			12,745
Current portion of notes payable	11		1,940			1,966
Current contingent consideration liability	4, 21		23,482			9,155
Liabilities held for sale	6		16,009			18,581
Financial obligation	9		2,535			4,171
Other current liabilities			30,168			12,168
Total current liabilities			433,969			316,240
Deferred tax liability			296,541			257,784
Notes payable	11		618,583			457,917
Lease liability, finance lease	9		126,157			109,712
Lease liability, operating lease	9		78,244			65,498
Contingent consideration liability	4, 21		3,799			28,839
Financial obligation	9		204,262			153,559
Other long-term liability			95,548			50,429
Total liabilities			1,857,103			1,439,978
Temporary Equity:
Redeemable non-controlling interest contingency	13		117,371			118,972
Shareholders’ equity:
Additional paid-in capital			2,065,446			2,047,534
Treasury shares			(5,208	)		(5,208	)
Accumulated other comprehensive income			(32,535	)		(6,744	)
Accumulated deficit			(599,142	)		(489,461	)
Total shareholders’ equity			1,428,561			1,546,121
Total liabilities and shareholders’ equity		$	3,403,035		$	3,105,071

The accompanying notes are an integral part of these amended and restated unaudited condensed interim consolidated financial statements.

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Curaleaf Holdings, Inc.

Amended and Restated Condensed Interim Consolidated Statements ofOperations (Unaudited)

(in thousands, except for share and per shareamounts)

		Three months ended<br><br>September 30,						Nine months ended<br><br>September 30,
	Note	2022			2021			2022			2021
Revenues:
Retail and wholesale revenues		$	338,553		$	315,158		$	980,194		$	885,623
Management fee income			1,173			541			3,656			1,689
Total revenues			339,726			315,699			983,850			887,312
Cost of goods sold			177,905			172,673			482,919			464,206
Gross profit			161,821			143,026			500,931			423,106
Operating expenses:
Selling, general and administrative	15		108,919			107,696			326,707			282,756
Share-based compensation	14		5,195			12,982			21,125			31,031
Depreciation and amortization	8, 9, 10		28,571			22,396			83,937			61,236
Total operating expenses			142,685			143,074			431,769			375,023
Income from operations			19,136			(48	)		69,162			48,083
Other income (expense):
Interest income			32			129			101			495
Interest expense	11		(14,607	)		(15,385	)		(42,061	)		(39,296	)
Interest expense related to lease liabilities and financial obligations	9		(10,468	)		(6,303	)		(25,337	)		(19,435	)
Loss on impairment	10		—			(5,672	)		—			(5,672	)
Other income (expense), net	16		1,097			(8,469	)		20,927			(6,000	)
Total other expense, net			(23,946	)		(35,700	)		(46,370	)		(69,908	)
(Loss) income before provision for income taxes			(4,810	)		(35,748	)		22,792			(21,825	)
Income tax expense			(49,346	)		(50,790	)		(136,974	)		(117,317	)
Net loss			(54,156	)		(86,538	)		(114,182	)		(139,142	)
Less: Net loss attributable to non-controlling interest			(2,767	)		(3,220	)		(4,415	)		(6,161	)
Net loss attributable to Curaleaf Holdings, Inc.		$	(51,389	)	$	(83,318	)	$	(109,767	)	$	(132,981	)
Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted	17	$	(0.07	)	$	(0.12	)	$	(0.15	)	$	(0.19	)
Weighted average common shares outstanding – basic and diluted	17		709,638,533			703,545,262			709,802,875			695,830,455

The accompanying notes are an integral part of these amended and restated unaudited condensed interim consolidated financial statements.

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Curaleaf Holdings, Inc.

Amended and Restated Condensed Interim Consolidated Statements ofComprehensive Loss (Unaudited)

(in thousands)

	Three months ended<br><br>September 30,						Nine months ended<br><br>September 30,
	2022			2021			2022			2021
Net loss	$	(54,156	)	$	(86,538	)	$	(114,182	)	$	(139,142	)
Foreign currency translation differences		(17,094	)		(5,944	)		(37,155	)		(3,732	)
Total comprehensive loss		(71,250	)		(92,482	)		(151,337	)		(142,874	)
Less: Comprehensive loss attributable to non-controlling interest		(8,151	)		(5,085	)		(16,157	)		(7,323	)
Comprehensive loss attributable to Curaleaf Holdings, Inc.	$	(63,099	)	$	(87,397	)	$	(135,180	)	$	(135,551	)

The accompanying notes are an integral part of these amended and restated unaudited consolidated financial statements

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Curaleaf Holdings, Inc.

Amended and Restated Condensed Interim Consolidated Statements ofShareholders’ Equity (Unaudited)

(in thousands, except for share amounts)

												Accumulated						Total<br> Curaleaf						Redeemable
	Redeemable			Common<br> Shares			Additional					Other						Holdings<br> Inc.						Non-Controlling			Total
	Noncontrolling			Number<br> of Shares			Paid-in			Treasury		Comprehensive			Accumulated			Shareholders'			Non-Controlling			Interest			Shareholders'
	Interest			SVS		MVS	Capital			Shares		Income			Deficit			Equity			Interest			Contingency			Equity
Balances as of<br> December 31, 2020	$	—		569,831,140		93,970,705	$	1,563,262		(5,208	)	$	—		$	(280,691	)	$	1,277,363		$	2,093		$	(2,694	)	$	1,276,762
Issuance<br> of shares in connection with public offering		—		18,975,000		—		239,310		—			—			—			239,310			—			—			239,310
Issuance<br> of shares in connection with acquisitions		—		16,415,415		—		185,979		—			—			—			185,979			—			—			185,979
Acquisition<br> escrow shares returned and retired		—		(689,563	)	—		(4,687	)	—			—			(3,043	)		(7,730	)		—			—			(7,730	)
Initial<br> NCI - Curaleaf International		130,798		—		—		—		—			—			—			—			—			—			—
Minority<br> buyouts		—		722,577		—		(1,424	)	—			—			407			(1,017	)		(2,093	)		2,694			(416	)
Foreign<br> currency exchange variance		(1,161	)	—		—		—		—			(2,571	)		—			(2,571	)		—			—			(2,571	)
Exercise<br> and forfeiture of stock options		—		5,593,028		—		4,062		—			—			—			4,062			—			—			4,062
Share-based<br> compensation		—		—		—		31,031		—			—			—			31,031			—			—			31,031
Net<br> loss		(6,161	)	—		—		—		—			—			(132,981	)		(132,981	)		—			—			(132,981	)
Balances<br> as of September 30, 2021	$	123,476		610,847,597		93,970,705	$	2,017,533		(5,208	)	$	(2,571	)	$	(416,308	)	$	1,593,446		$	—		$	—		$	1,593,446
Balances as of December 31,<br> 2021	$	118,972		614,369,729		93,970,705	$	2,047,534		(5,208	)	$	(6,744	)	$	(489,461	)	$	1,546,121		$	—		$	—		$	1,546,121
Issuance<br> of shares in connection with acquisitions		—		1,219,463		—		4,297		—			—			—			4,297			—			—			4,297
Initial<br> NCI - Four20		14,556		—		—		—		—			—			—			—			—			—			—
Acquisition<br> escrow shares returned and retired		—		(980,098	)	—		(10,370	)	—			—			—			(10,370	)		—			—			(10,370	)
Foreign<br> currency exchange variance		(11,742	)	—		—		—		—			(25,412	)		—			(25,412	)		—			—			(25,412	)
Exercise<br> and forfeiture of stock options		—		1,982,817		—		(875	)	—			—			—			(875	)		—			—			(875	)
Reclassifications		—		—		—		3,735		—			(379	)		86			3,442			—			—			3,442
Share-based<br> compensation		—		152,508		—		21,125		—			—			—			21,125			—			—			21,125
Net<br> loss		(4,415	)	—		—		—		—			—			(109,767	)		(109,767	)		—			—			(109,767	)
Balances as of September<br> 30, 2022	$	117,371		616,744,419		93,970,705	$	2,065,446		(5,208	)	$	(32,535	)	$	(599,142	)	$	1,428,561		$	—		$	—		$	1,428,561

The accompanying notes are an integral part of these amended and restated unaudited condensed consolidated financial statements.

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Curaleaf Holdings, Inc.

Amended and Restated Condensed Interim Consolidated Statements ofCash Flows (Unaudited)

(in thousands)

	Nine months ended September 30,
	2022			2021
Cash flows from operating activities:
Net Loss	$	(114,182	)	$	(139,142	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		117,713			86,172
Share-based compensation		21,125			31,031
Non-cash interest expense		6,263			4,642
Amortization of operating lease right-of-use assets		10,719			10,364
Loss on impairment		—			9,289
(Gain) loss on debt retirement		(1	)		—
Loss on sale or retirement of asset		(1,164	)		92
(Gain) loss on investment		(14,999	)		—
Deferred taxes		(18,469	)		(24,727	)
Changes in assets and liabilities:
Receivables		(3,102	)		(1,269	)
Inventories		(44,198	)		(87,838	)
Prepaid expenses and other current assets		(5,105	)		(15,022	)
Other assets		(30,103	)		10,983
Accounts payable		48,626			(1,895	)
Income taxes payable		67,430			18,905
Operating lease liabilities		(10,387	)		(9,079	)
Accrued expenses		4,136			61,095
Net cash provided by (used in) operating activities		34,302			(46,399	)
Cash flows from investing activities:
Purchase of property, plant and equipment, net		(99,195	)		(117,361	)
Proceeds from sale of entities		10,577			29,828
Proceeds from consolidation of acquisitions		26,635			12,879
Acquisition related cash payments		(112,368	)		(7,800	)
Payments received on notes receivable		2,315			—
Amounts advanced for notes receivable, net of payments received		—			1,587
Net cash used in investing activities		(172,036	)		(80,867	)
Cash flows from financing activities:
Proceeds from financing agreement		—			57,196
Minority interest investment in Curaleaf International		—			84,795
Debt issuance costs		—			(681	)
Acquisition escrow shares returned and retired		—			(7,730	)
Minority interest buyouts		—			(1,190	)
Proceeds from financing transactions		51,730			23,153
Lease liability payments		(3,762	)		(3,048	)
Principal payments on notes payable and financing liabilities		(2,204	)		(9,832	)
Remittances of statutory withholdings on share-based payment awards		(4,459	)		(14,447	)
Exercise of stock options		(875	)		4,061
Issuance of common shares, net of issuance costs		—			240,569
Net cash provided by financing activities		40,430			372,846
Net (decrease) increase in cash		(97,304	)		245,580
Cash beginning balance		299,329			73,542
Effect of exchange rate on cash		(4,344	)		(1,932	)
Cash and cash equivalents	$	197,681		$	317,190
Non-cash investing & financing activities:
NCI equity buyout	$	—		$	3,579
Issuance of shares in connection with acquisitions		6,169			(185,979	)
Issuance of notes in connection with acquisitions		145,433			—
Cash paid for EMMAC to former EMMAC owners by minority interest holder		—			126,844
Contingent consideration incurred in connection with acquisitions		3,941			35,858
Write off of prior debt deferred costs		—			—
Equity Issuance		—			(1,262	)
Supplemental disclosure of cash flow information:
Cash paid for taxes	$	120,741		$	83,610
Cash paid for interest		22,909			33,439

The accompanying notes are an integral part of these amended and restated unaudited condensed interim consolidated financial statements.

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Curaleaf Holdings, Inc.

Notes to Amended and Restated Condensed Interim Consolidated FinancialStatements (Unaudited)

(in thousands, except for gram, share and pershare amounts)

Note 1 — Operations of the company

Note 2 — Basis of presentation

GAAP differs in some respects from IFRS and thus may not be comparable to financial statements of Canadian companies that are prepared in accordance with IFRS. Due to differences in accounting treatments between IFRS and U.S. GAAP, amounts historically reported for the Company’s financial position, operating results, and cash flows under IFRS changed from those which are currently reported under U.S. GAAP in these Amended and Restated Interim Financial Statements. The Company has sought its accounting treatment and disclosures to align with those required under IFRS and GAAP so as to minimize the differences, these Amended and Restated Interim Financial Statements do not include any explanation of the principal differences or any reconciliation between IFRS and GAAP.

Functional and presentation currency

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Basis of consolidation

The following are the accounts of the Company and its subsidiaries and other entities consolidated on a basis other than of ownership in these Amended and Restated Interim Financial Statements:

Business name	Operations<br><br>Location
CLF AZ, Inc.	AZ	100	%	100	%
CLF NY, Inc.	NY	100	%	100	%
Curaleaf CA, Inc.	CA	100	%	100	%
Curaleaf KY, Inc.	KY	100	%	100	%
Curaleaf Massachusetts, Inc.	MA	100	%	100	%
Curaleaf MD, LLC	MD	100	%	100	%
Curaleaf OGT, Inc.	OH	100	%	100	%
Curaleaf PA, LLC	PA	100	%	100	%
Curaleaf, Inc.	MA	100	%	100	%
Focused Investment Partners, LLC	MA	100	%	100	%
CLF Maine, Inc.	ME	100	%	100	%
PalliaTech CT, Inc.	CT	100	%	100	%
CLF Oregon, LLC (formerly PalliaTech OR, LLC)	OR	100	%	100	%
PalliaTech Florida, Inc.	FL	100	%	100	%
PT Nevada, Inc.	NV	100	%	100	%
CLF Sapphire Holdings, Inc.	OR	100	%	100	%
Curaleaf NJ II, Inc.	NJ	100	%	100	%
Focused Employer, Inc.	MA	100	%	100	%
GR Companies, Inc.	IL	100	%	100	%
CLF MD Employer, LLC	MD	100	%	100	%
Curaleaf Columbia, LLC (formerly HMS Sales, LLC)	MD	100	%	100	%
MI Health, LLC	MD	100	%	100	%
Curaleaf Compassionate Care VA, LLC	VA	100	%	100	%
Curaleaf UT, LLC	UT	100	%	100	%
Curaleaf Processing, Inc	MA	100	%	100	%
Virginia's Kitchen, LLC	CO	100	%	100	%
Cura CO LLC	CO	100	%	100	%
Curaleaf Stamford, Inc.	CT	100.0	%	100.0	%
Curaleaf International Holdings Limited	Guernsey	68.5	%	68.5	%
CLF MD Processing, LLC	MD	—		—
Windy City Holding Company, LLC	IL	—		—
Grassroots OpCo AR, LLC	IL	—		—
Remedy Compassion Center, Inc	ME	—		—
Primary Organic Therapy, Inc (d/b/a Maine Organic Therapy)	ME	—		—
Broad Horizon Holdings, LLC	MA	—		—

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All intercompany balances and transactions are eliminated on consolidation.

Non-controlling interests (“NCI”)

Summary of significant accounting policies

The most significant assumptions and estimates underlying these Amended and Restated Interim Financial Statements are described below.

Consolidation

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Accounts receivable

Revenue recognition

Revenue is recognized by the Company in accordance with ASU 2014-09*,Revenue from Contracts with Customers (Topic 606)* (“ASC 606”). Through application of the standard, the Company recognizes revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

In order to recognize revenue under ASC 606, the Company applies the following five (5) steps:

i.	Identify<br>a customer along with a corresponding contract;
ii.	Identify<br>the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer;
---	---
iii.	Determine<br>the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer;
---	---
iv.	Allocate<br>the transaction price to the performance obligation(s) in the contract; and
---	---
v.	Recognize<br>revenue when or as the Company satisfies the performance obligation(s).
---	---

Revenue is recognized upon the satisfaction of the performance obligation. The Company generally satisfies its performance obligation and transfers control upon delivery and acceptance of the product or service by the customer for wholesale transactions and immediately upon the sale for retail transactions. Revenue from the sales of cannabis is recorded net of sales discounts at the time of delivery to the customer. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy.

For some of its locations, the Company offers a loyalty reward program to its dispensary customers. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. As of September 30, 2022 and December 31, 2021, the loyalty liability totaled $9.1 million and $8.7 million, respectively, and is included in the accrued liabilities on the Amended and Restated Condensed Interim Consolidated Balance Sheets.

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Accounting for acquisitions and business combinations

Classification of an acquisition as a business combination or asset acquisition can depend on whether the asset acquired constitutes a business, which can be a complex judgment.

Share-based payment arrangements

Goodwill impairment

Inventory

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Income taxes

Assets held for sale

COVID-19 estimation uncertainty

New, amended and future GAAP pronouncements

New Accounting Guidance - Recently Adopted

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New Accounting Guidance - Not Yet Adopted

The Company reviews recently issued accounting standards on a quarterly basis and has determined there are no standards yet to be adopted which are relevant to the business for disclosure.

Note 3 — Accounts receivable

Accounts receivable consist of the following:

	As of,
	September 30, 2022			December 31, 2021
Trade accounts receivable	$	62,771		$	60,063
Other receivables		5,771			5,790
Total trade and other receivables		68,542			65,853
Less: allowance for credit losses		(7,229	)		(5,428	)
Accounts receivable, net	$	61,313		$	60,425

Note 4 — Acquisitions

A summary of acquisitions completed during the nine months ended September 30, 2022 and the year ended December 31, 2021 is provided below:

	As of September 30, 2022
Purchase price allocation	Bloom Dispensaries ^(1)^			Sapphire Medical Clinics Limited ^(2)^			NRPC Management, LLC ^(2)^			Broad Horizon Holdings, LLC ^(1)^			Pueblo West Organics ^(2)^			Four 20 Pharma ^(1)^
Assets acquired:
Cash	$	18,821		$	45		$	—		$	5,498		$	58		$	7
Accounts receivable, net		804			139			2			176			9			1,083
Prepaid expenses and other current assets		381			36			—			176			56			311
Inventory		3,694			—			185			2,605			379			1,004
Property, plant and equipment, net		5,225			—			—			2,105			358			768
Right-of-use assets		14,265			—			—			1,420			1,611			437
Other assets		122			40			—			114			—			55
Intangible assets:
Licenses		174,770			17,181			21,448			—			5,803			24,790
Trade name		2,230			—			—			—			—			4,133
Non-compete agreements		1,260			—			—			—			—			—
Goodwill		60,680			—			—			—			—			12,945
Deferred tax liabilities		(42,713	)		(3,264	)		(5,555	)		—			(348	)		(9,484	)
Liabilities assumed		(25,315	)		(5,417	)		(3,318	)		(9,712	)		(1,892	)		(3,753	)
Consideration transferred ^(3)^	$	214,224		$	8,760		$	12,762		$	2,382		$	6,034		$	32,296

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| --- | | | Year ended December 31, 2021 | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Purchase price allocation | EMMAC ^(1)^ | | | GrassrootsMaryland ^(1)^ | | | Ohio GrownTherapies^(2)^ | | Los SueñosFarms, LLC ^(1)^ | | | | Assets acquired: | | | | | | | | | | | | | Cash | $ | 1,490 | | $ | 11,976 | | $ | — | $ | 1,121 | | | Accounts receivable, net | | 3,393 | | | 2,424 | | | — | | 1,003 | | | Prepaid expenses and other current assets | | 535 | | | 66 | | | — | | 38 | | | Inventory | | 7,101 | | | 5,714 | | | — | | 12,036 | | | Property, plant and equipment, net | | 7,549 | | | 19,448 | | | — | | 8,975 | | | Right-of-use assets | | 4,360 | | | 726 | | | — | | 2,043 | | | Other assets | | 9,848 | | | 689 | | | — | | 20 | | | Intangible assets: | | | | | | | | | | | | | Licenses | | 228,442 | | | 112,460 | | | 20,000 | | 1,200 | | | Trade name | | 11,156 | | | — | | | — | | — | | | Non-compete agreements | | 3,294 | | | — | | | — | | 140 | | | Know-how | | 119 | | | — | | | — | | 3,020 | | | Customer List | | — | | | — | | | — | | 500 | | | Goodwill | | 64,252 | | | 20,346 | | | — | | 32,324 | | | Deferred tax liabilities | | (49,853 | ) | | (33,235 | ) | | — | | (2,870 | ) | | Liabilities assumed | | (24,134 | ) | | (8,382 | ) | | — | | (3,391 | ) | | Consideration transferred | $ | 267,552 | | $ | 132,232 | | $ | 20,000 | $ | 56,159 | |

(1) Acquisition accounted for as a business combination under ASC 805.

(2) Acquisition accounted for as an asset acquisition with the application of the ASC 805.

(3) As no consideration was transferred related to the Broad Horizon Holdings, LLC (“BHH”) business combination, the amount listed as consideration transferred represents the gain on change in control recognized.

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets or liabilities of an acquired business, and is not deductible for tax purposes. Goodwill arising from acquisitions consists largely of the synergies and economies of scale expected from combining the operations of the businesses, providing the opportunity to expand our products into new markets, as well as other intangibles that do not qualify for separate recognition. These synergies include the elimination of redundant facilities and functions and the use of the Company’s existing commercial infrastructure to expand sales.

2022 acquisitions

Bloom Dispensaries

On January 18, 2022, the Company completed the acquisition of Bloom Dispensaries (“Bloom”), a vertically integrated, single state cannabis operator in Arizona. The Bloom acquisition includes four retail dispensaries located in the cities of Phoenix, Tucson, Peoria, and Sedona, as well as two adjacent cultivation and processing facilities totaling approximately 63,500 square feet of space located in north Phoenix. This acquisition strengthens the Company’s production and retail sales capabilities in the Arizona market.

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Total consideration for Bloom consisted of $68.8 million in cash after working capital adjustments, and three promissory notes with face values of $50 million, $50 million, and $60 million due, respectively, on the first, second and third anniversary of closing of the transaction. At the option of the sellers of Bloom, the third promissory note may be paid by the Company issuing SVS on the third anniversary of closing. The notes are recourse only to the membership interests of Bloom and will not be guaranteed by any Curaleaf entity. The total fair value of the promissory notes at the date of acquisition was $145.4 million, resulting in total consideration paid for the Bloom dispensaries of $214.2 million. The acquisition remains subject to post-closing adjustments, and as of the reporting date, the Company was still in the process of finalizing purchase price accounting. During the period ended September 30, 2022, the Company recorded measurement period adjustments to the purchase price allocation reported as of March 31, 2022. The measurement period adjustment were working capital adjustments which reduced total consideration paid and goodwill in the amount of $2.2 million. The Company has incurred and expensed to date transaction costs of approximately $0.4 million related to the acquisition of Bloom.

The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the Bloom acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the Bloom acquisition, total unaudited pro forma revenue and net loss for the nine months ended September 30, 2022 was $34.3 million and $23.6 million, respectively.

Revenue and net loss from Bloom included in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the nine months ended September 30, 2022 was $30.7 million and $24.2 million, respectively.

Sapphire Medial Clinics Limited

On January 31, 2022, Curaleaf International Limited, a wholly owned subsidiary of Curaleaf International Holdings, Limited, (Curaleaf International”), completed the acquisition of 100% of the equity interests of Sapphire Medical Clinics Limited (“Sapphire Medical”), a CQC registered private medical cannabis clinic providing telemedicine and face to face consultations to patients in the United Kingdom (“U.K.”). The transaction represents a compelling opportunity to enhance the Company’s vertical integration of the business within the U.K.

Under the terms of the agreement, the Company paid cash consideration of $6.7 million. A contingent consideration liability related to an incremental earnout that may be paid in 2023 based on the Sapphire Medical business exceeding certain revenue, script, and active patient count milestones during 2022 had a fair value of $2.1 million at the date of acquisition, resulting in total consideration of $8.8 million. The Company incurred and capitalized transaction costs of approximately $0.1 million related to the acquisition of Sapphire Medical.

The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the Sapphire Medical acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the Sapphire Medical acquisition, total unaudited pro forma revenue and net loss for the nine months ended September 30, 2022 was $1.1 million and $4.5 million, respectively.

Revenue and net loss from Sapphire Medical included in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the nine months ended September 30, 2022 was $1.0 million and $2.5 million, respectively.

NRPC Management, LLC

On May 12, 2022, the Company completed the acquisition of NRPC Management, LLC (“NRPC Management”). Natural Remedy Patient Center, LLC (“NRPC”) a Safford, Arizona dispensary, operates pursuant to a Management Services Agreement with NRPC Management. NRPC was granted a Medical Marijuana Dispensary Registration Certificate and a Marijuana Establishment License allowing NRPC to lawfully engage in medical and recreational marijuana operations and sales in the State of Arizona. The acquisition of NRPC Management aligns with the Company’s strategy to continue expanding domestic operations. The Company has subsequently relocated the NRPC license to a new Scottsdale, Arizona dispensary.

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The aggregate consideration paid by the Company to acquire NRPC Management was $12.8 million; comprised of approximately $9.9 million of cash, the issuance of 164,098 SVS which had a fair value, based on a third-party valuation taking into account transfer restrictions and the time value of money, of approximately $0.9 million at the time of the acquisition, and $2.0 million of contingent consideration that may become payable following successful settlement of pending litigation. The Company incurred immaterial transaction costs related to the acquisition of NRPC Management.

The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the NRPC Management acquisition, total unaudited pro forma revenue and net income for the nine months ended September 30, 2022 was $3.0 million and $1.0 million, respectively.

Revenue and net income from NRPC Management included in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the nine months ended September 30, 2022 was $1.2 million and $0.2 million, respectively.

Broad Horizon Holdings, LLC

During the third quarter of 2022, the Company entered into an agreement with BHH as part of a series of transactions, in which the Company agreed to delay the exercise of a call option. In accordance with ASC 810 – Consolidation (“ASC 810”), the Company determined that this transaction caused a change in control, resulting in the Company’s ability to direct the relevant activities of BHH and exposure to the variable returns from its activities. The Company assumed the net assets of and began consolidating BHH as of July 1, 2022. The transaction resulted in a gain on change in control of $2.4 million recognized within “Other income (expense)” in the Amended and Restated Condensed Interim Consolidated Statements of Operations at the date of acquisition.

The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the BHH transaction, total unaudited pro forma revenue and net income for the nine months ended September 30, 2022 was $18.6 million and $3.2 million, respectively.

Revenue and net income from BHH included in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the nine months ended September 30, 2022 was $5.7 million and $2.8 million, respectively.

Pueblo West Organics

On September 1, 2022, the Company completed the acquisition of Pueblo West Organics, LLC (“PWO”), a licensed cannabis processor in Pueblo, CO. PWO operates (i) a 75,960 square foot indoor licensed marijuana cultivation facility and processing facility; (ii) a 12,000 square foot licensed marijuana dispensary and cultivation facility; and (iii) a 2.1-acre licensed outdoor cultivation facility. The Company began actively marketing certain real estate assets associated with the transaction immediately upon acquisition, see Note 6 — Assets and liabilitiesheld for sale for further details. The acquisition of PWO provides Curaleaf with additional capacity to achieve further vertical integration in Colorado.

The aggregate consideration paid by the Company to acquire PWO was comprised of approximately $6 million of cash after working capital adjustments. The Company incurred and capitalized $0.1 million transaction costs related to the acquisition of PWO.

The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the PWO acquisition, total unaudited pro forma for both revenue and net loss for the nine months ended September 30, 2022 was $1.4 million, respectively.

Revenue and net loss from PWO included in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the nine months ended September 30, 2022 was $0.1 million and $0.2 million, respectively.

Four20 Pharma GmbH

On September 16, 2022, Curaleaf International completed the acquisition of 55% of the outstanding equity interests of Pharma GmbH (“Four20”), a leading German distributor and manufacturer of medical cannabis. In connection with the transaction, the selling shareholders and Curaleaf International have entered into a put/call option which permits either party to trigger the roll-up of the remaining equity of Four20 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. As of the date of acquisition, the Company determined that it does control the operations of Four20 in accordance with ASC 810, and accordingly began consolidating the results of their operations.

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The contingent consideration relates to true-up shares to be issued dependent upon the trading price of the SVS at the first and second anniversaries of the closing date. The NCI in Four20 relates to the 45% ownership held by the selling shareholders. The fair value of the consideration paid through the issuance of SVS was based on a third-party valuation that takes into account transfer restrictions and the time value of money. The SVS are subject to a lock-up agreement with each recipient restricting trading of the SVS received, with a release of 50% of SVS from such restrictions at each of the first and second anniversaries of the closing date. The acquisition remains subject to post-closing adjustments, and the Company is still in the process of finalizing purchase price accounting. The Company has incurred and expensed $1.1 million of transaction costs related to the acquisition of Four20.

The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the Four20 acquisition, total unaudited pro forma revenue was $6.8 million and net loss was immaterial for the nine months ended September 30, 2022.

Revenue and net income from Four20 included in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the nine months ended September 30, 2022 was $0.6 million and $0.2 million, respectively.

2021 acquisitions

EMMAC Life Sciences Limited

On April 7, 2021, Curaleaf International completed the acquisition of EMMAC Life Sciences Limited (the “EMMAC Transaction”), in order to establish the Company’s presence and position the Company for continued growth in the European cannabis market. Base consideration for the EMMAC Transaction consisted of (i) approximately $45.2 million in cash, (ii) the issuance of 15,714,390 SVS to benefit the former holders of ordinary shares of EMMAC with a fair value, based on a third party valuation that takes into account transfer restrictions and the time value of money, of approximately $178.6 million and (iii) 706,105 SVS to be held in escrow in accordance with the terms of the share purchase agreement with a fair value of approximately $7.4 million. The portion of the consideration paid through the issuance of SVS is subject to a lock-up agreement with each recipient restricting trading of the SVS received, with an initial release of 5% of SVS from such restrictions at closing, and subsequent release of 5% of SVS from such restrictions at the end of each calendar quarter following the closing of the EMMAC Transaction.

Additional consideration may become payable based upon the successful achievement of certain performance milestones including being permitted by a governmental entity in Europe to sell, produce, market, or distribute cannabis for recreational purposes on a temporary, trial, experimental, interim, study, or pilot basis, achieving revenue targets in 2022 in the U.K. and Germany markets, and dry flower production at the Terra Verde cultivation facilities of at least 10 tons during 2022. The total contingent consideration related to the EMMAC Transaction had a fair value of $27.2 million as of the acquisition date. As of June 30, 2022, the Company determined that the earn-out criteria for the potential payout related to dry flower production at the Terra Verde cultivation facilities would not be met, and as a result the Company recorded a gain of $5.5 million within “Other income (expense)” within the Amended and Restated Condensed Interim Consolidated Statements of Operations.

The Company also assumed a contingent consideration liability related to the EMMAC acquisition of Terra Verde in 2020, which had a fair value of $9.2 million and was subsequently paid out during the three months ended March 31, 2022. After working capital adjustments at closing, the total consideration for EMMAC was $267.6 million. Aggregate measurement period adjustments to the initial purchase price allocation reported and translated as of June 30, 2021 resulted in a decrease to accounts receivable, net of $15.9 million, an increase to prepaid expenses and other current assets of $0.5 million, a decrease to inventory of $2.8 million, an increase to other assets of $8.7 million, an increase to licenses of $1.3 million, a decrease to tradenames of $1.2 million, an increase to know-how of $0.1 million, a decrease to goodwill of $28.5 million, a decrease to deferred tax liabilities of $22.3 million, and a decrease to liabilities assumed of $13.5 million.

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Maryland Compassionate Care and Wellness, LLC

Through its acquisition of Grassroots in 2020, the Company acquired an option to purchase Maryland Compassionate Care and Wellness, LLC (“MCCW”) from its sole owner, KDW Maryland Holding Corporation (“KDW”), subject to regulatory approval, which was received on May 1, 2021. MCCW is the holder of cultivation, processing, and dispensary licenses in Maryland and the sole owner of each of GR Vending MD Management, LLC and GR Vending MD, LLC. Total consideration paid for MCCW was $132.2 million of the total Grassroots consideration that had been allocated as prepaid acquisition consideration.

Ohio Grown Therapies, LLC

In May 2019, the Company entered into an agreement granting it an option to acquire the Ohio Grown Therapies, LLC (“OGT”) license for $20 million in order to expand the Company’s cultivation and processing capacity in Ohio. Regulatory approval to complete the transaction was received in July 2021. In accordance with the purchase agreement, the Company paid $5 million cash in May 2019, $7.5 million in cash in July 2020, and the final $7.5 million in cash in July 2021 at closing. Upon closing, the full $20 million related to the acquisition, which was entirely attributable to the license acquired, was reclassified to intangible assets, net. The Company incurred and expensed transaction costs of approximately $0.1 million.

Los Sueños Farms, LLC and its relatedentities

On October 1, 2021, the Company completed the acquisition of Los Sueños Farms, LLC and its related entities (“Los Sueños”), the largest outdoor grow in Colorado. Following the successful completion of the Los Sueños acquisition, the Company owns three Pueblo, Colorado outdoor cannabis grow facilities covering 66 acres of cultivation capacity including land, equipment, and licensed operating entities; an 1,800 plant indoor grow; and two retail cannabis dispensary locations serving adult use customers. The Company acquired Los Sueños, the Company’s first outdoor grow, in order to increase cultivation capacity to accelerate the Company’s growth in and share of the Colorado market and in order to leverage Los Sueños’ outdoor cultivation expertise.

Following pre-closing adjustments, the aggregate consideration paid by the Company to acquire Los Sueños was comprised of (i) approximately $20.6 million payable in cash, (ii) the cash payoff of two notes in the aggregate amount of $9.4 million and (iii) the issuance of 2,539,474 SVS to the former owners of Los Sueños having a fair value, based on a third- party valuation taking into account transfer restrictions and the time value of money, of approximately $23.5 million. The portion of the consideration paid through the issuance of SVS was subject to a regulatory “hold period” and is subject to a lock-up agreement with each recipient restricting trading of the SVS received, with an initial release of 20% of the SVS from such restrictions upon closing, and subsequent releases of 5% of the SVS from such restrictions at the end of each calendar quarter following closing. Additional consideration may become payable by the Company based upon the successful achievement of certain performance milestones including achieving cash flow targets in 2022 and obtaining enhanced tier licenses. The aggregate contingent consideration related to Los Sueños has a fair value of $2.7 million. During the measurement period, the Company reclassified $2.7 million of the contingent consideration from liabilities to equity. During the first quarter of 2022, the Company issued 331,900 SVS to the former owners of Los Sueños for the successful obtainment of enhanced tiered licensing. During the third quarter of 2022, the Company determined that the 2022 cash flow targets would not be met, and as a result the Company recorded an immaterial gain within “Other income (expense)” within the Amended and Restated Condensed Interim Consolidated Statements of Operations. During the period ended September 30, 2022, the Company has recorded aggregate measurement period adjustments to the purchase price allocation reported as of December 31, 2021 resulting in an increase to cash of $0.1 million, an increase to accounts receivable, net in the amount of $0.2 million, a decrease to inventory in the amount of $0.8 million, an increase to goodwill in the amount of $3.0 million, an increase to deferred tax liabilities of $2.9 million and a decrease to liabilities assumed of $0.3 million.

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The Company incurred and expensed transaction costs of approximately $0.5 million related to the Los Sueños acquisition.

Pending acquisition

The following acquisition was completed subsequent to September 30, 2022. The Company has concluded that it does not control the operations of the acquiree as of September 30, 2022 in accordance with ASC 810, and accordingly, the results of the following entities are not included in the Amended and Restated Interim Financial Statements:

Tryke Companies

On October 4, 2022, the Company completed its acquisition of Tryke Companies (dba Reef Dispensaries) (“Tryke”), a privately held, vertically integrated, multi-state cannabis operator.

The Company has signed a definitive agreement in connection with the following acquisition, but such acquisition was not completed during the time between September 30, 2022 and the issuance of the Financial Statements. The Company has concluded that it does not control the operations of the acquiree in accordance with ASC 810, and accordingly, the results of the following entity are not included in the Financial Statements:

Deseret Wellness LLC

Contingent consideration

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The changes in the contingent consideration account balance as of September 30, 2022 are as follows:

	HMS			MEOT			EMMAC			Los<br><br>Sueños			Sapphire			NRPC			Four20			Total
Carrying amount, December 31, 2021		-			44			35,260			2,690			-			-			-			37,994
Contingent consideration recognized on acquisition		-			-			-			-			2,071			2,000			4,406			8,477
Payments of contingent consideration		-			-			(8,744	)		1			-			-			-			(8,743	)
Revaluation of contingent consideration		1,854			-			667			(2,689	)		-			-			-			(168	)
Difference in exchange		-			-			(4,302	)		-			(351	)		-			(93	)		(4,746	)
Gain on contingent consideration not paid		-			(44	)		(5,487	)		(2	)		-			-			-			(5,533	)
Carrying amount, September 30, 2022		1,854			-			17,394			-			1,720			2,000			4,313			27,281
Less: current portion		(1,854	)		-			(17,394	)		-			-			(2,000	)		(2,234	)		(23,482	)
Non-current contingent consideration liability	$	-		$	-		$	-		$	-		$	1,720		$	-		$	2,079		$	3,799

Note 5 — Inventories

Inventories consist of the following:

	As of
	September 30, 2022			December 31, 2021
Raw materials
Cannabis	$	66,428		$	67,505
Non-Cannabis		24,342			20,104
Total raw materials		90,770			87,609
Work-in-process		129,347			91,001
Finished goods		81,237			71,646
Transferred to assets held for sale		(2,496	)		(2,110	)
Inventories, net	$	298,858		$	248,146

Note 6 — Assets and liabilities heldfor sale

Changes in the carrying amount of assets and liabilities held for sale are as follows:

Assets held for sale	GR Entities		Eureka			PWO		Total
Balance at December 31, 2021		77,504		3,232			—		80,736
Transferred in/(out)		28,404		(217	)		392		28,579
Total assets held for sale at September 30, 2022	$	105,908	$	3,015		$	392	$	109,315
Liabilities associated with assets held for sale	GR Entities			Eureka		PWO		Total
---	---	---	---	---	---	---	---	---	---	---
Balance at December 31, 2021		18,577			4		—		18,581
Transferred in/(out)		(2,915	)		6		337		(2,572	)
Total liabilities associated with assets held for sale at September 30, 2022	$	15,662		$	10	$	337	$	16,009

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Former Grassroots Entities (“GR Entities”)

Through the acquisition of Grassroots, the Company has retained a transferable right to acquire from former Grassroots affiliates companies that currently own three licensed Illinois medical dispensaries and nine adult use dispensaries (collectively, the “Illinois Assets”). The right to acquire the Illinois Assets may be exercised through the conversion of certain debt which the Company treats as intercompany debt. Therefore, there would not be any accounting expense to the Company should it exercise the right to acquire the Illinois Assets. Pursuant to the Grassroots Merger Agreement, the proceeds net of expenses and taxes from the sale of Curaleaf’s rights to the Illinois Assets shall be shared by the Company with the former owners of Grassroots as follows: (i) the first $25 million of net proceeds shall be retained by the Company; (ii) the next $25 million of net proceeds shall be remitted to the former Grassroots owners; and (iii) the Company shall keep 50% of the net proceeds above $50 million, and the other 50% shall be remitted to the Grassroots owners (the “Illinois Waterfall Payment”). Also pursuant to the Grassroots Merger Agreement, the former Grassroots owners have the right to demand that, in lieu of receipt of a portion of the Illinois Waterfall Payment, that Curaleaf pay to them either (a) $25 million in cash or (b) a number of SVS that have market value equal to $30 million (the “Illinois Exit Payment”). The former owners of Grassroots gave notice of their intention to exercise their option for the Illinois Exit Payment in the form of cash and SVS in the amount of $28.3 million on October 14, 2022. For the avoidance of doubt, Curaleaf now has the sole right to proceeds from the sale of the Illinois Assets. As of September 30, 2022, the Company grossed up a liability within “Other current liabilities” for the Illinois Exit Payment that will be due to the former owners of Grassroots, which was earlier recorded as a reduction (net) of held for sale assets.

On April 1, 2021, Curaleaf and the owners of the Illinois Assets signed definitive agreements to sell the Illinois Assets to Parallel Illinois, LLC (“Parallel”). Under the terms of the transaction, the purchase price for the Illinois Assets consisted of up to $100 million base price to be paid $60 million in cash and $40 million in Parallel stock, plus earnouts of up to an additional $55 million payable through 2023. The Company received a $10 million deposit from Parallel, which was refundable under limited circumstances. On February 25, 2022, the Company received correspondence from Parallel’s attorneys indicating that it will not be in a position to complete the acquisition of the Illinois Assets due to lack of financing, among other reasons, and declared its agreement to purchase the Illinois Assets terminated. The Company has asserted that Parallel’s actions have constituted material breaches of its agreement with Parallel and on February 2, 2022 filed an arbitration against Parallel and certain principals of Parallel for breach of contract, fraudulent misrepresentation and other claims. As a result of the breach of contract, management determined that the $10 million deposit received from Parallel was no longer refundable as of June 30, 2022, and accordingly recognized a gain within the “Other income” line item in the Amended and Restated Condensed Interim Consolidated Statements of Operations.

During the first quarter of 2022, the Company signed a letter of intent to sell the Grassroots Vermont entities; PhytoScience Management Group, Inc., including Vermont Patients Alliance, LLC, PhytoScience Institute, LLC, and Nutraceutical Science Laboratories, LLC and accordingly has recorded the associated net assets of these entities as held for sale during the current period.

Additionally, the Company has been actively marketing certain rights and interests for certain real estate assets associated with the acquisition of Grassroots.

During the second quarter of 2022, the Company completed the sale of Grassroots Oklahoma which resulted in a gain of approximately $1 million. During the third quarter of 2022, the Company completed the sale of its rights in its licensed cannabis dispensary in Little Rock, Arkansas, which resulted in a gain of approximately $4.5 million.

Eureka

Pueblo West Organics

The Company completed its acquisition of PWO during the third quarter of 2022 and immediately began actively marketing certain rights and interests for certain real estate assets associated with the acquisition. In accordance with ASC 360 - Property, Plant, and Equipment, the Company classified the assets as held for sale and valued such assets at their fair market value less costs to sell as of the date of acquisition.

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All assets and liabilities held for sale are included within the Domestic operations reportable segment. See Note 18 — Segment reporting , for further information regarding the Company’s segments as of September 30, 2022.

Note 7 — Notes receivable

Notes receivable consist of the following:

	As of
	September 30, 2022		December 31, 2021
Notes receivable TerrAscend	$	—	$	2,315
Notes receivable Sapphire Medical		—		842
Total notes receivable	$	—	$	3,157
Current portion of notes receivable	$	—	$	2,315
Long-term notes receivable		—		842
Total notes receivable	$	—	$	3,157

The consideration for the sale of HMS Health, LLC and HMS Processing, LLC to TerrAscend, included a $2.2 million interest bearing note. The note was paid in full in April 2022.

In August 2019, Rokshaw Limited, a subsidiary of Curaleaf International Limited, entered into a note receivable agreement with Sapphire Medical for the establishment of Sapphire Medical and providing on-going lending to Sapphire Medical’s franchisees which consisted of a revolving loan facility. The Company assumed this note in the EMMAC Transaction. The Company acquired Sapphire Medical during the first quarter of 2022, resulting in the loan eliminating in consolidation.

Note 8 — Property, plant and equipment,net

Property, plant and equipment, net and accumulated depreciation consist of the following:

	As of
	September 30, 2022			December 31, 2021
Land	$	12,096		$	7,494
Building and improvements		424,527			390,070
Furniture and fixtures		169,739			124,051
Information technology		4,994			4,406
Construction in progress		99,913			89,059
Transferred to assets held for sale		(12,412	)		(12,501	)
Total property, plant and equipment		698,857			602,579
Less: Accumulated depreciation		(117,163	)		(76,754	)
Property, plant and equipment, net	$	581,694		$	525,825

Assets included in construction in progress represent projects related to both cultivation and dispensary facilities not yet completed or otherwise not ready for use.

Depreciation expense totaled $29.9 million and $42.3 million for the three and nine months ended September 30, 2022, respectively, of which $21.4 million and $30.3 million, respectively, were recognized as cost of goods sold. The remaining $8.5 million and $12.0 million, respectively, were recognized as a part of operating expenses in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the three and nine months ended September 30, 2022.

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Note 9 — Leases

The Company leases machinery and equipment under leases that are of low-value or short-term in nature and therefore no ROU assets and lease liabilities are recognized for these leases. Expenses recognized relating to short-term leases and leases of low value during the nine months ended September 30, 2022 and year ended December 31, 2021 were immaterial.

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	For the three months ended<br> <br>September 30,				For the nine months ended<br> <br>September 30,
	2022		2021		2022		2021
Components of lease cost are as follows:
Finance lease cost:
Amortization of finance lease assets	$	2,674	$	1,694	$	7,958	$	6,254
Interest on finance lease liabilities		3,368		2,408		9,784		8,277
Total finance lease cost		6,042		4,102		17,742		14,531
Sale leaseback financial obligations:
Interest on financial obligations		7,099		3,895		15,553		11,158
Depreciation on leased assets		5,110		2,723		11,044		7,317
Total cost financial obligations		12,209		6,618		26,597		18,475
Total operating lease cost		6,089		5,566		17,644		16,111
Total lease expense	$	24,340	$	16,286	$	61,983	$	49,117

Leased asset and liability balances, including property and financial obligations related to sale leaseback arrangements accounted for as financial obligations, as of September 30, 2022 and December 31, 2022 consist of the following:

	As of September 30, 2022						As of December 31, 2021
	Operating lease			Finance lease			Operating lease			Finance lease
Lease assets and liabilities
ROU asset	$	115,414		$	136,750		$	97,349		$	117,168
Accumulated amortization of ROU		(25,578	)		(21,190	)		(21,301	)		(14,133	)
Net ROU		89,836			115,560			76,048			103,035
Current lease liability		15,183			5,666			12,745			4,565
Non-current lease liability		78,244			126,157			65,498			109,712
Lease liability	$	93,427		$	131,823		$	78,243		$	114,277
	As of September 30, 2022
---	---	---
Financed property and equipment, net of accumulated depreciation of $24.5 million	$	163,504
Current financial obligation	$	2,535
Non-current financial obligation		204,262
Total financial obligation	$	206,797

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In June 2022, the Company entered into three sale leaseback transactions for building improvements and equipment at cultivation and processing sites in Florida, Illinois, and Pennsylvania. Subsequent to the transactions, the Company maintains control of the assets, and therefore the assets, with a net book value of $48.7 million, are carried on the Company’s Amended and Restated Condensed Interim Consolidated Balance Sheets as financed assets in Property & equipment, net. The Company has recorded a financial obligation of $50.1 million for the sales proceeds, which is being amortized over thirteen to fourteen-year lease periods. The company deferred $1.4 million of gains on these transactions which will be recognized over the life of the financial obligations.

In August 2022, the Company exercised an option to purchase a leased cultivation site in Massachusetts, which was previously the subject of a sale leaseback transaction in 2020, from the existing lessor for $15.0 million. The Company had previously constructed building improvements to the property with a net book value of $10.2 million. The Company subsequently sold the newly purchased building and existing improvements for $21.5 million and entered into a 23-year agreement to lease back the property and assets. The Company recognized a loss on disposal of building and improvements of $3.9 million within Other income (expense), net on the Amended and Restated Condensed Interim Consolidated Statements of Operations. The Company maintains control of the building and improvements and has recorded assets of $21.5 million in financed assets in Property and equipment, net, and has recorded a financial obligation of $21.5 million. Net proceeds from the purchase and sale transaction were $5.4 million.

Other information related to operating and finance leases is as follows:

	For the nine months ended September 30,
	2022			2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	(10,891	)	$	(9,559	)
Operating cash flows from operating leases		(17,145	)		(15,222	)
Financing cash flows from finance leases		(3,762	)		(3,048	)
Cash flows from sale leaseback financial obligations		(15,952	)		(13,441	)
Proceeds from sale leasebacks accounted for as financial obligations		51,729			23,153
Total cash flow from lease activities	$	3,979		$	(18,117	)
	As of
---	---	---	---	---	---
	September 30, 2022		December 31, 2021
ROU assets obtained in exchange for lease obligations:
Finance lease	$	21,113	$	(6,041	)
Operating leases		16,579		11,674
Total ROU assets obtained in exchange for lease obligations	$	37,692	$	5,633
	As of
---	---	---	---	---	---	---
	September 30, 2022			December 31, 2021
Weighted average remaining lease term (in years) - Finance leases		11.05			12.47
Weighted average remaining lease term (in years) - Operating leases		6.76			6.95
Weighted average discount rate - Finance leases		11.7	%		12.2	%
Weighted average discount rate - Operating leases		10.4	%		11.2	%

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At September 30, 2022, approximate future minimum payments due under non-cancelable operating leases are as follows:

Future minimum lease payments as of September 30, 2022 are:	Operating<br> <br>Leases			Finance Leases			Financial<br> <br>Obligations
Fiscal year:
2022	$	9,376		$	10,879		$	6,410
2023		28,320			28,297			25,897
2024		24,731			28,831			26,477
2025		21,437			28,778			27,238
2026		18,824			28,285			27,910
2027 and thereafter		86,697			161,382			280,636
Total minimum payments		189,385			286,452			394,568
Less: interest		(47,645	)		(121,527	)		(229,177	)
Present value of minimum payments	$	141,740		$	164,925		$	165,391

Note 10 — Goodwill and intangible assets

As of September 30, 2022	Gross<br> Carrying<br> Amount		Accumulated<br> Amortization			Net Carrying<br> Amount
Finite lived intangible assets:
Licenses and service agreements	$	1,172,467	$	(149,258	)	$	1,023,209
Tradenames		161,455		(25,857	)		135,598
Intellectual property and know-how		3,094		(238	)		2,856
Non-compete agreements		29,744		(9,513	)		20,231
Customer list		500		(250	)		250
Intangible assets	$	1,367,260	$	(185,116	)	$	1,182,144
As of December 31, 2021	Gross<br> Carrying<br> Amount		Accumulated<br> Amortization			Net Carrying<br> Amount
---	---	---	---	---	---	---	---
Finite lived intangible assets:
Licenses and service agreements	$	1,061,990	$	(96,196	)	$	965,794
Tradenames		62,775		(18,202	)		44,573
Intellectual property and know-how		3,097		(78	)		3,019
Non-compete agreements		29,053		(6,809	)		22,244
Customer list		510		(86	)		424
Intangible assets	$	1,157,425	$	(121,371	)	$	1,036,054

The gross carrying amount of intangible assets increased by $209.8 million during the nine months ended September 30, 2022. The difference was primarily related to business combinations and asset acquisitions, partially offset by impairments of intangible assets, and a loss on difference in foreign currency exchange.

Amortization of intangible assets was $22.4 million and $67.6 million, respectively, for the three and nine months ended September 30, 2022.

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Changes in the carrying amount of goodwill are as follows:

Balance at December 31, 2021	$	605,834
Purchase price adjustments (Note 4)		5,457
Change in Assets held for sale (Note 6)		(1,590	)
Acquisitions (Note 4)		73,625
Difference in exchange		(9,226	)
Balance at September 30, 2022	$	674,100

During the nine months ended September 30, 2022, the Company made measurement period adjustments to the Bloom, EMMAC Life Sciences Limited, and Los Sueños purchase price allocations, see further details in Note 4 — Acquisitions.

Note 11 — Notes payable

Notes payable consist of the following:

	As of
	September 30, 2022			December 31, 2021
Senior Secured Notes – 2026
Principal amount	$	475,000		$	475,000
Unamortized debt discount/Deferred financing		(21,037	)		(23,753	)
Net carrying amount	$	453,963		$	451,247
Bloom Notes – 2023
Principal amount	$	50,000		$	—
Unamortized debt discount		(448	)		—
Net carrying amount	$	49,552		$	—
Bloom Notes – 2024
Principle Amount	$	50,000		$	—
Unamortized Debt Discount		(2,151	)		—
Net carrying amount	$	47,849		$	—
Bloom Notes – 2025
Principle Amount	$	60,000		$	—
Unamortized Debt Discount		(7,888	)		—
Net carrying amount	$	52,112		$	—
Seller note payable	$	6,742		$	6,859
Other notes payable		10,305			1,778
Total other notes payable	$	17,047		$	8,637
Current portion of notes payable	$	1,940		$	1,966
Long-term notes payable		618,583			457,917
Total notes payable	$	620,523		$	459,883

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Senior Secured Notes – 2026

The Company recognized interest expense under the Senior Secured Notes – 2026 of $10.5 million and $31.2 million for the three and nine months ended September 30, 2022, respectively.

Bloom Notes

All three notes may be prepaid without penalty.

The Company recognized interest expense under the Bloom Notes of $3.7 million and $10.0 million for the three and nine months ended September 30, 2022, respectively.

Seller note

At September 30, 2022, the Company had two seller notes outstanding in the amount of $6.7 million, which included the Phyto acquisition seller note in the amount of $1.8 million, inclusive of accrued interest, and a seller note related to the Scottsdale, AZ building purchase, due December 2036, in the amount of $4.9 million. The Scottsdale seller note bears interest at a rate of 5% per annum.

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Other Notes

At September 30, 2022, the other notes primarily consist of a note outstanding at BHH in the amount of $7.5 million, due December 31, 2024. The note bears interest at a rate of 15% per annum and interest payments are due quarterly.

Future maturities

As of September 30, 2022, future principal payments due under notes payable were as follows:

Period	Amount
2022 (remaining three months)	$	1,940
2023		50,000
2024		57,500
2025		60,000
2026		475,000
2027 and thereafter		7,607
Total future debt obligations	$	652,047

Information about the Company’s exposure to interest rate risks and liquidity risks is included in Note 21 — Fair value measurements and financial risk management.

Note 12 — Shareholders’ equity

The authorized and issued share capital of the Company is as follows:

Authorized

As of September 30, 2022 the authorized share capital consists of an unlimited number of multiple voting shares (“MVS”) without par value and an unlimited number of SVS without par value.

Issued

As of September 30, 2022 the Company had 93,970,705 MVS issued and outstanding, that were held indirectly by Boris Jordan, the Company's Executive Chairman.

Holders of the MVS are entitled to 15 votes per share and are entitled to notice of and to attend at any meeting of the shareholders, except a meeting of which only holders of another particular class or series of shares will have the right to vote. As of September 30, 2022 and December 31, 2021, the MVS represent approximately 13.2% and 13.3%, respectively, of the total issued and outstanding shares and 69.6% in each quarter, of the voting power attached to such outstanding shares. The MVS are convertible into SVS on a one-for-one basis at any time at the option of the holder or upon termination of the MVS structure. The dual-class structure will remain until the earlier to occur of (i) the transfer or disposition of the MVS by Mr. Boris Jordan to one or more third parties which are not permitted holders; (ii) Mr. Jordan or his permitted holders no longer beneficially owning, directly or indirectly and in the aggregate, at least 5% of the issued and outstanding SVS and MVS on a non-diluted basis; and (iii) the first business day following the first annual meeting of shareholders of the Company following the SVS being listed and posted for trading on a U.S. national securities exchange such as The Nasdaq Stock Market or The New York Stock Exchange. Refer to the management information circular dated July 30, 2021 and available on SEDAR under the Company’s profile at www.sedar.com for more information on the Amendment.

As of September 30, 2022 and December 31, 2021 the Company had 616,744,419 and 614,369,729, respectively, SVS issued and outstanding; see details of the share balance below. Holders of the SVS are entitled to one vote per share.

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| --- | | | SVS | | | MVS | | Total | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | As at December 31, 2021 | | 614,369,729 | | | 93,970,705 | | 708,340,434 | | | Issuance of shares in connection with acquisitions (Note 4) | | 1,219,463 | | | — | | 1,219,463 | | | Acquisition escrow shares returned and retired | | (980,098 | ) | | — | | (980,098 | ) | | Exercise and forfeiture of stock options and RSUs (Note 14) | | 1,982,817 | | | — | | 1,982,817 | | | Share-based compensation (Note 14) | | 152,508 | | | — | | 152,508 | | | As at September 30, 2022 | | 616,744,419 | | | 93,970,705 | | 710,715,124 | |

In the period ended September 30, 2021, the Company issued 722,577 SVS to buyout its minority partner’s interest related to House of Herbs and Blackjack in Nevada.

In the period ended September 30, 2022 and 2021, the Company received back from the escrow agent, and concurrently retired, 980,098 and 689,563 SVS, respectively, that had previously been issued into an escrow account at the Select and Grassroots acquisition dates. The SVS were returned to the Company as the matters subject to be paid via escrow were resolved and/or the escrow resolution periods were completed.

The Company had reserved 71,071,512 and 70,834,043 SVS, as of September 30, 2022 and December 31, 2021, respectively, for the issuance of stock options under the Company’s 2018 Long Term Incentive Plan (“LTIP”) (see Note 14 — Share-based payment arrangements).

Treasury shares

There were no shares repurchased into treasury during the three and nine months ended September 30, 2022 and 2021.

Note 13 — Redeemable non-controllinginterest

In connection with the acquisition of Four20 in September 2022, the selling shareholders and Curaleaf International entered into a put/call option which permits either party to trigger the roll-up of the remaining equity of Four20 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 estimated redemption value of the put/calls were below their carrying value, which is recorded on the Company’s Amended and Restated Condensed Interim Consolidated Balance Sheets as temporary equity in the amount of $117.4 million and $119.0 million as of September 30, 2022 and December 31, 2021, respectively.

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Note 14 — Share-based payment arrangements

Stock option programs

During the period ended December 31, 2021, management discovered an error related to disclosures around the number of share options and RSUs forfeited, expired, and outstanding which existed during the period ended September 30, 2021 as well. See further details regarding such restatements at Note 24 —Restatement and restated September 30, 2021 amounts below.

Stock option valuation

The weighted average inputs used in the measurement of the grant date fair values of the equity-settled share-based payment plans were as follows:

	September 30,
	2022					2021
Fair value at grant date	$	3.69			$	9.89
Share price at grant date	$	7.39			$	13.98
Exercise price	$	7.35			$	15.38
Expected volatility		69.8	%			76.5	%
Expected life		5.4		years		6.1		years
Expected dividends		—	%			—	%
Risk-free interest rate (based on government bonds)		1.1	%			1.0	%
Total intrinsic value of options exercised (in 000s)	$	5,236			$	65,569
Total fair value of shares vested (in 000s)	$	18,022			$	11,883
Aggregate intrinsic value of shares outstanding at the end of the period (in 000s)	$	37,060			$	143,420
Weighted-average remaining contractual term - shares exercisable		4.9		years		5.9		years
Weighted-average remaining contractual term - shares outstanding and vested		5.3		years		6.0		years

During the three and nine months ended September 30, 2022, the Company recorded share-based compensation in the amount of $5.2 million and $21.1 million, respectively, compared to $13.0 million and $31.0 million for the three and nine months ended September 30, 2021, respectively.

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Reconciliation of outstanding share options

The number and weighted-average exercise prices of share options under the LTIP were as follows:

	Number of<br> <br>options			Weighted<br> <br>average<br> <br>exercise price		Number of<br> <br>options			Weighted<br> <br>average<br> <br>exercise price
	2022			2022		2021			2021
Outstanding at January 1		23,578,470		$	6.76		25,908,778		$	4.14
Forfeited during the nine month period		(1,612,347	)		13.26		(1,075,988	)		7.66
Expired during the nine month period		(478,800	)		4.66		(123,666	)		7.52
Exercised during the nine month period		(763,303	)		0.53		(5,220,499	)		1.42
Granted during the nine month period		4,534,822			7.35		4,342,723			15.38
Outstanding at September 30		25,258,842		$	6.68		23,831,348		$	6.60
Options exercisable at September 30		18,641,477		$	5.86		17,677,623		$	4.68

Reconciliation of RSUs

The number of RSUs awarded under the LTIP were as follows:

	Number of RSUs
	2022			2021
Outstanding at January 1		2,876,413			2,452,338
Forfeited during the nine month period		(801,960	)		(419,430	)
Released during the nine month period		(1,219,514	)		(889,491	)
Granted during the nine month period		3,652,269			1,797,968
Outstanding at September 30		4,507,208			2,941,385
RSUs vested at September 30		—			—

Note 15 — Selling, general and administrative expense

Selling, general and administrative expenses consist of the following:

	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Selling, general and administrative expenses:
Salaries and benefits	$	56,919	$	49,301	$	170,846	$	135,169
Sales and marketing		10,781		10,824		31,038		31,606
Rent and occupancy		12,842		12,455		37,569		33,265
Travel		3,194		2,634		8,251		5,261
Professional fees		5,731		12,460		23,968		26,980
Office supplies and services		6,835		9,200		19,596		26,120
Other		12,617		10,822		35,439		24,355
Total selling, general and administrative expense	$	108,919	$	107,696	$	326,707	$	282,756

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Note 16 — Other income (expense), net

Other income (expense), net consists of the following:

	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022		2021
(Loss) gain on disposal of assets	$	(236	)	$	(5,862	)	$	1,170	$	(6,927	)
Gain (loss) on investment		147			(2,315	)		14,999		715
Gain on extinguishment of debt		—			—			1		4
Other income (expense), net		1,186			(292	)		4,757		208
Total other income (expense), net	$	1,097		$	(8,469	)	$	20,927	$	(6,000	)

Note 17 — Earnings per share

Basic and diluted loss per share attributable to Curaleaf Holdings, Inc. was calculated as follows:

	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Numerator:
Net loss	$	(54,156	)	$	(86,538	)	$	(114,182	)	$	(139,142	)
Less: Net loss attributable to redeemable non-controlling interest		(2,767	)		(3,220	)		(4,415	)		(6,161	)
Net loss attributable to Curaleaf Holdings, Inc. — basic and diluted	$	(51,389	)	$	(83,318	)	$	(109,767	)	$	(132,981	)
Denominator:
Weighted average SVS outstanding — basic and diluted		709,638,533			703,545,262			709,802,875			695,830,455
Loss per share — basic and diluted	$	(0.07	)	$	(0.12	)	$	(0.15	)	$	(0.19	)

	Nine months ended September 30,
	2022		2021
Options to purchase SVS		25,258,842		23,831,348

During the period ended December 31, 2021, management discovered an error related to Select purchase price accounting, which resulted in a change in the EPS calculation for the nine month period ended September 30, 2021. See further details regarding such restatement at Note 24 — Restatement.

Note 18 — Segment reporting

The Company operates in one segment; the cultivation, production, and sale of cannabis via retail and wholesale channels. As of and during the year ended December 31, 2021, the Company operated in two segments; Cannabis and Non-Cannabis. During the period ended March 31, 2022, the Company reevaluated the Company’s operating structure and determined that the Non-Cannabis segment is no longer a relevant or material portion of the Company’s business. For comparability purposes, total segment metrics in the prior year disclosures should be considered to be representative of the Company’s one segment presentation in the current period.

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Note 19 — Commitments and contingencies

Indemnification agreements

Litigation

Among other legal disputes, the Company is currently, or was, involved in the following proceedings relating to material disputes:

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Taxes

The Company records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. There is inherent uncertainty in quantifying income tax positions, especially considering the complex tax laws and regulations for federal, state and foreign jurisdictions in which the Company operates. The Company has recorded tax benefits for those tax positions where it is more likely than not that a tax benefit will result upon ultimate settlement with a tax authority that has all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will result, no tax benefit has been recognized in the Amended and Restated Interim Financial Statements.

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The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and foreign jurisdictions, where applicable. The Company is currently in the Internal Revenue Service (the “IRS”) examination Appeals process for the tax years 2016, 2017, and 2018 and the Company’s subsidiary, Curaleaf North Shore, Inc. (formerly known as Alternative Therapies Group, Inc.) is in Tax Court related to an IRS examination for 2018. As of September 30, 2022 there is reasonable possibility that the unrecognized tax benefits will change within 12 months due to expirations of statute of limitations or audit settlements.

The IRS has proposed adjustments relating to the Company’s treatment of certain expenses under Section 280E of the Internal Revenue Code (“Section 280E”), however, the Company is defending its tax reporting positions before the IRS. The outcome of this audit remains unclear at this point. The Company also intends to litigate any further such challenges because it currently believes all of its other tax positions can be sustained under an IRS examination. The ultimate resolution of tax matters could have a material effect on the Company’s Amended and Restated Interim Financial Statements. As the IRS interpretations on Section 280E continue to evolve, the impact of any such challenges cannot be reliably estimated. The Company's tax years are still open under statute from December 31, 2016, to the present.

Note 20 — Related party transactions

The EMMAC Transaction (see Note 4 — Acquisitions) constituted a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as a result of Measure 8 Ventures Management, LLC, an investment management company controlled by Boris Jordan, the Executive Chairman and control person of the Company (including funds managed by such entity, “Measure 8”), having an interest in the EMMAC Transaction by way of a profit interest and a convertible debt instrument which converted into shares of EMMAC representing 8% of EMMAC equity at closing of the EMMAC Transaction. Mr. Jordan owns a controlling interest in Measure 8 Management, LLC. The Company relied upon the exemptions provided under Sections 5.5(b) of MI 61-101 – Issuer Not Listedon Specified Markets and 5.7(1)(a) of MI 61-101 – Fair Market Value Not More the 25% of Market Capitalization from the requirements that the Company obtain a formal valuation of the EMMAC Transaction and that the EMMAC Transaction receive the approval of the minority shareholders of the Company.

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The Company incurred the following transactions with related parties during the three and nine months ended September 30, 2022 and 2021.

	Related party transactions
	Three months ended September 30,						Nine months ended September 30,						Balance receivable (payable) as of
Transaction	2022			2021			2022			2021			September 30, 2022			December 31, 2021
Consulting fees ^(1)^	$	272		$	92		$	966		$	548		$	—		$	—
Travel and reimbursement ^(2)^		23			—			346			1,277			—			—
Rent expense reimbursement ^(3)^		(42	)		(42	)		(125	)		(96	)		—			—
Equipment purchases ^(4)^		—			1,300			—			2,726			—			—
Senior Secured Notes - 2026 ^(5)^		239			—			705			—			(10,000	)		(10,000	)
Promissory Note - 2024 ^(5)^		—			332			—			986			—			—
	$	492		$	1,682		$	1,892		$	5,441		$	(10,000	)	$	(10,000	)

(1) Consulting fees relate to real estate management and general advisory services provided by (i) Frontline Real Estate Partners, LLC, a company controlled by Mitchell Kahn, a Board Member, and in which Matt Darin, Chief Executive Officer, has a minority interest, as well as (ii) Measure 8 Venture Management, LLC, an investment company controlled by Boris Jordan, Executive Chairman and control person of the Company (including funds managed by such entity, “Measure 8”). There are on-going contractual commitments related to these transactions. The total consulting fees paid to Measure 8 were immaterial and $0.6 million for the three and nine months ended September 30, 2022 and were immaterial and $0.3 million for the three and nine months ended September 30, 2021, respectively. The total consulting fees paid to Frontline Real Estate Partners, LLC were $0.2 million and $0.4 million for the three and nine months ended September 30, 2022 and were immaterial and $0.3 million for the three and nine months ended September 30, 2021, respectively.

(2) Travel and reimbursement relate to payments made to Measure 8 for reimbursements of certain expenses incurred. There are on-going contractual commitments related to these transactions

(5) Baldwin Holdings, LLC, in which Joseph F. Lusardi, the Company’s Executive Vice Chairman, owns a direct equity interest held $10 million of the total $475 million of Senior Secured Notes – 2026. The Company recognized interest expense related to the portion of the Senior Secured Notes - 2026 held by Baldwin Holdings, LLC. The Promissory Note – 2024 previously held by Baldwin Holdings, LLC, was exchanged for Senior Secured Notes – 2026 as part of the private placement of Senior Secured Notes – 2026 completed by the Company in December 2021. As a result of this exchange, the Company repaid the notes, including interest and prepayment penalty. For three and nine months ended September 30, 2021, the Company recognized interest expense under the Promissory Note - 2024. For the three and nine months ended September 30, 2022, the Company recognized interest expense under the Senior Secured Notes - 2026, some of which are attributable to Baldwin Holdings, LLC. The Senior Secured Notes – 2026 held by Baldwin Holdings, LLC contain certain repayment and interest components that represent on-going contractual commitments with this related party.

Note 21 — Fair value measurements andfinancial risk management

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The three levels of hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Inputs for the asset or liability that are not based on observable market data.

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There have been no transfers between fair value levels during the nine months ended September 30, 2022 and the year ended December 31, 2021.

	Fair value measurements as of September 30, 2022 using:
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	197,681	$	—	$	—	$	197,681
Contingent consideration liabilities		—		—		27,281		27,281
	$	197,681	$	—	$	27,281	$	224,962
	Fair value measurements as of December 31, 2021 using:
---	---	---	---	---	---	---	---	---
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	299,329	$	—	$	—	$	299,329
Contingent consideration liabilities		—		—		37,994		37,994
	$	299,329	$	—	$	37,994	$	337,323

Level 1

Level 2

Level 3

The fair value of contingent consideration is based upon the following Level 3 inputs:

•	HMS – present value of the $2 million loan bearing an interest rate of 4.8% per annum discounted<br>at 92.7%.
•	MEOT – present value of the potential cash earn-out of $2 million based upon MEOT’s achievement<br>of certain earnings targets discounted at 4.22%.
---	---
•	EMMAC – present value of EMMAC’s achievement regulatory approval for recreational cannabis<br>and meeting certain revenue targets in the U.K. market as discussed in Note 4 — Acquisitions. The following discount rates<br>were utilized in the determination of the present value of the liabilities resulting in gain on revaluation of contingent consideration<br>of $0.7 million for the nine-months ended September 30, 2022.
---	---
◦	Regulatory approval for recreational cannabis – 1.8% 2021 and 11.6% 2022.
---	---
◦	Revenue targets in the U.K. market – 1.8% in 2021 and 11.2% in 2022.
---	---
•	Los Sueños – present value of Los Sueños’ achievement of enhanced tier licensing.<br>Discount rates of 1.7% and 2.1%, for the first and second tranche of shares, respectively, were utilized in the determination of the present<br>value of the liabilities resulting in a gain on revaluation of contingent consideration of $2.7 million for the nine months ended September 30,<br>2022.
---	---
•	Sapphire – present value of Sapphire’s achievement of certain revenue, script, and active<br>patient count milestones during 2022 as discussed in Note 4 — Acquisitions.
---	---
•	Four20 – present value of Curaleaf’s shares to be issued utilizing a discount rate of 16.4%<br>and 16.2% for the first and second tranche of shares to be issued, respectively as of September 30, 2022.
---	---

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Financial Risk Management

Credit Risk

Credit risk is the risk of a potential loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s notes and accounts receivable. The maximum credit exposure at September 30, 2022 and 2021 is the carrying amount of cash and cash equivalents, accounts receivable and notes receivable. The Company does not have significant credit risk with respect to its customers. All cash and cash equivalents are placed with major U.S. financial institutions.

Liquidity Risk

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In addition to the commitments outlined in Note11 — Notes payable and Note 19 — Commitments and contingencies, the Company has the following gross remaining contractual obligations:

	< 1 Year		1 to 3 Years		Total
For the period ended September 30, 2022:
Accounts payable	$	78,739	$	—	$	78,739
Accrued expenses		94,583		—		94,583
Other current liabilities		30,168		—		30,168
Contingent consideration liability		23,482		3,799		27,281
Other long-term liability		—		95,548		95,548
	$	226,972	$	99,347	$	326,319
	< 1 Year		1 to 3 Years		Total
---	---	---	---	---	---	---
For the period ended December 31, 2021:
Accounts payable	$	26,751	$	—	$	26,751
Accrued expenses		86,966		—		86,966
Other current liabilities		12,168		—		12,168
Contingent consideration liability		9,155		28,839		37,994
Other long-term liability		—		50,429		50,429
	$	135,040	$	79,268	$	214,308

Currency Risk

As of September 30, 2022 and 2021, the Company had no hedging agreements in place with respect to foreign exchange rates. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.

Interest Rate Risk

Capital Management

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Note 22 — Variable interest entities

The following tables presents the summarized financial information about the Company’s consolidated VIEs which are included in the Amended and Restated Condensed Interim Consolidated Balance Sheets as of September 30, 2022 and 2021 and in the Amended and Restated Condensed Interim Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021. All of these entities were determined to be VIEs as the Company possesses the power to direct activities through MSAs or financing arrangements.

The following table presents summarized financial information about the Company’s VIEs as of September 30, 2022 and December 31, 2021:

	As of
	September 30, 2022							December 31, 2021
	Primary<br> <br>Organic<br> <br>Therapy,<br> <br>Inc.		Remedy<br> <br>Compassion<br> <br>Center, Inc.			Other<br> <br>VIEs		Primary<br> <br>Organic<br> <br>Therapy,<br> <br>Inc.		Remedy<br> <br>Compassion<br> <br>Center, Inc.			Other<br> <br>VIEs
Included in Amended and Restated Condensed Interim Consolidated Balance<br>Sheets:
Current assets	$	38,150	$	20,220		$	9,087	$	24,768	$	12,900		$	2,991
Non-current assets		34,299		7,281			13,532		31,526		7,113			10,403
Current liabilities		61,385		28,093			9,984		45,710		18,876			6,631
Non-current liabilities		3,668		1,137			8,289		4,162		1,277			4,239
Equity attributable to Curaleaf Holdings, Inc.		7,396		(1,728	)		4,345		6,423		(140	)		2,523

The following table presents summarized financial information about the Company’s VIEs for the three and nine months ended September 30, 2022 and 2021:

	Three months ended September 30,
	2022							2021
	Primary<br> <br>Organic<br> <br>Therapy,<br> <br>Inc.			Remedy<br> <br>Compassion<br> <br>Center, Inc.		Other<br> <br>VIEs		Primary<br> <br>Organic<br> <br>Therapy,<br> <br>Inc.		Remedy<br> <br>Compassion<br> <br>Center, Inc.			Other<br> <br>VIEs
Included in Amended and Restated Condensed Interim Consolidated Statements<br>of Operations:
Revenues	$	2,631		$	2,667	$	6,266	$	3,348	$	3,415		$	7,156
Net loss		(514	)		1,313		1,826		217		(1,168	)		1,686
Less: Net loss attributable to non-controlling interest		—			—		—		—		—			—
Net loss attributable to Curaleaf Holdings, Inc.		(514	)		1,313		1,826		217		(1,168	)		1,686

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| --- | | | Nine months ended September 30, | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2022 | | | | | | | | | 2021 | | | | | | | | | Primary Organic Therapy, Inc. | | | Remedy Compassion Center, Inc. | | | Other VIEs | | | Primary Organic Therapy, Inc. | | Remedy Compassion Center, Inc. | | | Other VIEs | | | Included in Amended and Restated Condensed Interim Consolidated Statements of Operations: | | | | | | | | | | | | | | | | | | Revenues | $ | 9,931 | | $ | 7,718 | | $ | 1,586 | | $ | 8,109 | $ | 7,760 | | $ | 7,156 | | Net loss | | (710 | ) | | (153 | ) | | (514 | ) | | 1,903 | | (1,178 | ) | | 1,686 | | Less: Net loss attributable to non-controlling interest | | — | | | — | | | — | | | — | | — | | | — | | Net loss attributable to Curaleaf Holdings, Inc. | | (710 | ) | | (153 | ) | | (514 | ) | | 1,903 | | (1,178 | ) | | 1,686 |

Other Non-material VIEs

As of September 30, 2022, VIEs included in the Other VIEs are CLF MD Processing and LLC and Broad Horizon Holdings, LLC. As of December 31, 2021, the VIE included in the Other VIEs is CLF MD Processing, LLC.

Note 23 — Revenue disaggregation

The following table presents the disaggregation of total revenue for the three and nine months ended September 30, 2022 and 2021:

	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Revenues:
Retail revenue	$	259,652	$	224,543	$	737,709	$	634,366
Wholesale revenue		78,901		90,615		242,485		251,257
Other		1,173		541		3,656		1,689
Total revenue	$	339,726	$	315,699	$	983,850	$	887,312

Note 24 — Restatement

Select Acquisition

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Adjustments have been retrospectively made to the comparative period for the three and nine months ended September 30, 2021. The financial statements for the periods as of and ended between March 31, 2020 and September 30, 2021 were not adjusted and refiled at the time of discovery of the error, rather the comparative period as of and for the year ended December 31, 2020 was corrected with the filing of the Annual Financial Statements for the period ending December 31, 2021 filed on March 7, 2022 and available under the Company’s profile at www.sedar.com. The comparative period as of and for the three and nine months ending September 30, 2021 has been corrected herein, and the three and six month periods ending March 31, 2021 and June 30, 2021, respectively, were corrected with the Amended and Restated Interim Financial Statements for the periods such ended filed on May 7, 2022 and August 9, 2022, respectively, and are available under the Company’s profile at www.sedar.com.

The effects of the immaterial restatement on the Amended and Restated Interim Financial Statements for the three and nine months ended September 30, 2021 are summarized below:

Amended and Restated Condensed Interim Consolidated Statements ofOperations – 2021 Restatement

	Three months ended September 30,									Nine months ended September 30,
	2021			Adjustments			2021			2021			Adjustments			2021
Revenues:
Retail and wholesale revenues	$	315,158		$	—		$	315,158		$	885,623		$	—		$	885,623
Management fee income		541			—			541			1,689			—			1,689
Total revenues		315,699			—			315,699			887,312			—			887,312
Cost of goods sold		172,673			—			172,673			464,206			—			464,206
Gross profit		143,026			—			143,026			423,106			—			423,106
Operating expenses:
Selling, general and administrative		107,696			—			107,696			282,756			—			282,756
Share-based compensation		12,982			—			12,982			31,031			—			31,031
Depreciation and amortization		24,789			(2,393	)		22,396			68,415			(7,179	)		61,236
Total operating expenses		145,467			(2,393	)		143,074			382,202			(7,179	)		375,023
Income from operations		(2,441	)		2,393			(48	)		40,904			7,179			48,083
Other income (expense):
Interest income		129			—			129			495			—			495
Interest expense		(15,385	)		—			(15,385	)		(39,296	)		—			(39,296	)
Interest expense related to lease liabilities		(6,303	)		—			(6,303	)		(19,435	)		—			(19,435	)
Loss on impairment		(5,672	)		—			(5,672	)		(5,672	)		—			(5,672	)
Other expense, net		(8,469	)		—			(8,469	)		(6,000	)		—			(6,000	)
Total other expense, net		(35,700	)		—			(35,700	)		(69,908	)		—			(69,908	)
Loss before provision for income taxes		(38,141	)		2,393			(35,748	)		(29,004	)		7,179			(21,825	)
Income tax expense		(50,790	)		—			(50,790	)		(117,317	)		—			(117,317	)
Net loss		(88,931	)		2,393			(86,538	)		(146,321	)		7,179			(139,142	)
Less: Net loss attributable to non-controlling interest		(3,220	)		—			(3,220	)		(6,161	)		—			(6,161	)
Net loss attributable to Curaleaf Holdings, Inc.	$	(85,711	)	$	2,393		$	(83,318	)	$	(140,160	)	$	7,179		$	(132,981	)
Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted	$	(0.12	)	$	—		$	(0.12	)	$	(0.20	)	$	0.01		$	(0.19	)
Weighted average common shares outstanding – basic and diluted		703,545,262			—			703,545,262			695,830,455			—			695,830,455

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Amended and Restated Condensed Interim Consolidated Statements ofCash Flows – 2021 Restatement

	Nine months ended September 30,
	2021			Adjustments			2021
Cash flows from operating activities:
Net Loss	$	(146,321	)	$	7,179		$	(139,142	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		93,351			(7,179	)		86,172
Share-based compensation		31,031			—			31,031
Non-cash interest expense		4,642			—			4,642
Amortization of operating lease right-of-use assets		10,364			—			10,364
Loss on impairment		9,289			—			9,289
Loss on sale or retirement of asset		92			—			92
Deferred taxes		(24,727	)		—			(24,727	)
Changes in assets and liabilities:
Receivables		(1,269	)		—			(1,269	)
Inventories		(87,838	)		—			(87,838	)
Prepaid expenses and other current assets		(15,022	)		—			(15,022	)
Other assets		10,983			—			10,983
Accounts payable		(1,895	)		—			(1,895	)
Income taxes payable		18,905			—			18,905
Operating lease liabilities		(9,079	)		—			(9,079	)
Accrued expenses		61,095			—			61,095
Net cash provided by (used in) operating activities		(46,399	)		—			(46,399	)
Cash flows from investing activities:
Purchase of property, plant and equipment, net		(117,361	)		—			(117,361	)
Proceeds from sale of entities		29,828			—			29,828
Proceeds from consolidation of acquisitions		12,879			—			12,879
Acquisition related cash payments		(7,800	)		—			(7,800	)
Amounts advanced for notes receivable, net of payments received		1,587			—			1,587
Net cash used in investing activities		(80,867	)		—			(80,867	)
Cash flows from financing activities:
Proceeds from financing agreement		57,196			—			57,196
Minority interest investment in Curaleaf International		84,795			—			84,795
Debt issuance costs		(681	)		—			(681	)
Acquisition escrow shares returned and retired		(7,730	)		—			(7,730	)
Minority interest buyouts		(1,190	)		—			(1,190	)
Proceeds from financing transactions		23,153			—			23,153
Lease liability payments		(3,048	)		—			(3,048	)
Principal payments on notes payable and financing liabilities		(9,832	)		—			(9,832	)
Remittances of statutory withholdings on share-based payment awards		(14,447	)		—			(14,447	)
Exercise of stock options		4,061			—			4,061
Issuance of common shares, net of issuance costs		240,569			—			240,569
Net cash provided by financing activities		372,846			—			372,846
Net (decrease) increase in cash		245,580			—			245,580
Cash beginning balance		73,542			—			73,542
Effect of exchange rate on cash		(1,932	)		—			(1,932	)
Cash and cash equivalents	$	317,190		$	—		$	317,190
Non-cash investing & financing activities:
NCI equity buyout	$	3,579		$	—		$	3,579
Issuance of shares in connection with acquisitions		(185,979	)		—			(185,979	)
Cash paid for EMMAC to former EMMAC owners by minority interest holder		126,844			—			126,844
Contingent consideration incurred in connection with acquisitions		35,858			—			35,858
Equity Issuance		(1,262	)		—			(1,262	)
Supplemental disclosure of cash flow information:
Cash paid for taxes	$	83,610		$	—		$	83,610
Cash paid for interest		33,439						33,439

| 43 |

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Number of Share Options & RSUs

Management determined that prior period financial statements needed to be restated to correct an error related to disclosures around the number of share options and RSUs forfeited, expired, and outstanding as of September 30, 2021 and December 31, 2021.

Adjustments have been retrospectively made to the comparative period as of and for the nine months ended September 30, 2021, to reflect mandatory disclosures associated with the reconciliation of share options and RSUs. Refer to Note 14 — Share-based payment arrangements of these Amended and Restated Interim Financial Statements for disclosures that reflect these adjustments. The correction of this error did not result in any changes to the Company’s Amended and Restated Condensed Interim Consolidated Balance Sheets, Amended and Restated Condensed Interim Consolidated Statements of Operations, or Amended and Restated Condensed Interim Consolidated Statements of Cash Flows.

Note 25 — Subsequent events

| 44 |

| --- |

Exhibit 99.10

CURALEAF HOLDINGS, INC.

Amended and Restated Management’sDiscussion and Analysis of Financial Condition and Results of Operations

As of and for the Three and Nine Months Ended

September 30, 2022 and 2021

(Expressed in Thousands United States DollarsUnless Otherwise Stated)

Notice to Reader

Curaleaf Holdings, Inc. (the “Company”, “Curaleaf” or the “Group”) now prepares its financial statements filed with the Canadian Securities Administrators and with the Securities and Exchange Commission in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). As required pursuant to section 4.3(4) of National Instrument 51-102 - Continuous Disclosure Obligations, the Company must restate its amended and restated condensed consolidated interim financial statements for the three and nine months ended September 30, 2022 and 2021 in accordance with U.S. GAAP (the “Amended and Restated Interim Financial Statements”), such Amended and Restated Interim Financial Statements having previously been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board. The amended and restated management’s discussion and analysis (the “MD&A”) for the three and nine months ended September 30, 2022 is current as of September 30, 2022 and provides financial information for the three and nine months ended September 30, 2022, as amended and restated on May 1, 2023, except that:

(i)	Changes were made throughout the MD&A to reflect the fact that the Amended and Restated Interim Financial<br>Statements are now prepared in accordance with U.S. GAAP.
(ii)	In the “Critical Accounting Estimates - COVID-19 estimation uncertainty” section, language<br>was updated to reflect impact of COVID since September 30, 2022.
---	---

AMENDED AND RESTATED MANAGEMENT’S DISCUSSIONAND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Amounts in thousands, except share and pershare amounts)

Thisamended and restated management discussion and analysis (“MD&A”) of the financial condition and results of operationsof Curaleaf Holdings, Inc. (the “Company” or “Curaleaf”) is for the three and nine months ended September 30,2022 and 2021 prepared as of November 8, 2022, as amended and restated on May 1, 2023 solely to reflect the filing of the amended andrestated unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2022 and2021 (the “Amended and Restated Interim Financial Statements”) prepared in accordance with U.S. generally accepted accountingprinciples (“U.S. GAAP”) for interim reporting. Other than as expressly set forth above, the amended and restated MD&Adoes not purport to, update or restate the information in the original MD&A or reflect any events that occurred after the date ofthe filing of the original MD&A. It is supplemental to, and should be read in conjunction with, the Company’s Amended and RestatedInterim Financial Statements and the accompanying notes for the three and nine months ended September 30, 2022 and 2021, which havebeen prepared in accordance with U.S. GAAP for interim reporting. For the purposes of this MD&A, the terms “Company” and “Curaleaf” mean Curaleaf Holdings, Inc. and, unless the context otherwise requires, includes its subsidiaries. Additionalinformation regarding Curaleaf, including its current annual information form, is available on the Company’s website at www.curaleaf.comor through the SEDAR website at www.sedar.com or through the EDGAR website at www.sec.gov/edgar.shtml. The Company adoptedthe accounting principles generally accepted in the United States of America as issued by the Financial Accounting Standards Board (“FASB”)as the basis of preparation for the 2022 and comparative 2021 Amended and Restated Interim Financial Statements. Previously, the Company’sfinancial statements were prepared in accordance with International Financial Reporting Standards as issued by the International AccountingStandards Board (“IASB”), for the period up to and including the three and nine months ended September 30, 2022. Financialinformation presented in this MD&A is presented in United States (“U.S.”) dollars (“$” or “US$”),unless otherwise indicated.

This MD&A contains “forward-lookinginformation” and “forward-looking statements” within the meaning of Canadian securities laws and U.S. securities laws(together, “forward-looking statements”). Forward-looking statements are neither historical facts nor assurances of futureperformance. Instead, they are based on management’s current beliefs, expectations or assumptions regarding the future of the business,future plans and strategies, operational results and other future conditions of the Company. In addition, the Company may make or approvecertain statements in future filings with Canadian securities regulatory authorities, in press releases, or in oral or written presentationsby representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements. All statements,other than statements of historical fact, made by the Company that address activities, events or developments that the Company expectsor anticipates will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by,followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words and includes, among others, information regarding:expectations for the effects and potential benefits of any transactions; expectations for the effects of the novel coronavirus (“COVID-19”)on the business’ operations and financial condition; statements relating to the business and future activities of, and developmentsrelated to, the Company after the date of this MD&A, including such things as future business strategy, competitive strengths, goals,expansion and growth of the Company’s business, operations and plans; expectations that planned acquisitions will be completed;expectations that licenses applied for will be obtained; potential future legalization of adult-use and/or medical cannabis under U.S.federal law; expectations of market size and growth in the U.S. and the states in which the Company operates; expectations for other economic,business, regulatory and/or competitive factors related to the Company or the cannabis industry generally; the ability for U.S. holdersof securities of the Company to sell them on the Canadian Securities Exchange (“CSE”); and other events or conditions thatmay occur in the future. Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives,performance or business developments. These statements speak only as of and at the date they are made and are based on information currentlyavailable and on the then current expectations. Holders of securities of the Company are cautioned that forward-looking statements arenot based on historical facts but instead are based on reasonable assumptions and estimates of management of the Company at the time theywere provided or made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performanceor achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressedor implied by such forward-looking statements, including, but not limited to, risks and uncertainties related to: business structure risks;the Company’s status as a holding company; the absence of a dividend record; risks relating to sales of substantial amounts of SVS(as defined herein); market volatility; liquidity risks; legal and regulatory risks inherent in the cannabis industry; financing risksrelated to additional financing and restricted access to banking; general regulatory and legal risks including risk of civil asset forfeiture;risks relating to anti-money laundering laws and regulations; risks relating to the lack of access to U.S. bankruptcy protections; therisk of heightened scrutiny by regulatory authorities; risk of legal, regulatory or political change; general regulatory and licensingrisks; risks relating to limitations on ownership of licenses; risks relating to regulatory actions and approvals from the U.S. Food andDrug Administration (the “FDA”) and risks of litigation; increased costs as a result of being a public company; newly establishedlegal regimes; the risks relating to enforcement of judgements outside Canada; environmental risks including environmental regulationand unknown environmental risks; general business risks including risks related to the COVID-19 pandemic; the Company’s possiblefailure to complete acquisitions; risks related to the senior secured notes; of the Company; risks related to service providers; risksrelating to the enforceability of contracts; risks relating to the resale of the Company’s subordinate voting shares (“SVS”)on the CSE; the Company’s reliance on the expertise and judgment of senior management of the Company, and its ability to retainsuch senior management; risks relating to the concentrated voting control of the Company’s Executive Chairman, Boris Jordan; risksinherent in an agricultural business; risks relating to unfavorable publicity or consumer perception; product liability risks; risks relatingto product recalls; risks relating to the results of future clinical research; risks relating to the difficulty of attracting and retainingpersonnel; risks relating to the Company’s dependence on suppliers; risks relating to the Company’s reliance on inputs; risksrelating to the limited market data and difficulty to forecast results; intellectual property risks; risks relating to constraints onmarketing products; risks relating to fraudulent or illegal activity by employees, contractors and consultants; risks relating to informationtechnology systems and cyber-attacks; risks relating to security breaches; risks relating to the Company’s reliance on managementservices agreements with subsidiaries and affiliates; risks relating to website accessibility; high bonding and insurance coverage risk;risks of leverage; risks relating to expansion into foreign jurisdictions; risks relating to future acquisitions or dispositions; risksrelating to the Company’s management of growth; the fact that past performance is not indicative of future results and that financialprojections may prove materially inaccurate or incorrect; risks relating to conflicts of interest; risks relating to global economic conditions;tax risks; as well as those risk factors discussed under “Risk Factors” in this MD&A. The discussion of risk factors inthis MD&A has been updated to include discussion of risks related to the current pandemic caused by COVID-19. The nature and scopeof the pandemic and its impacts are rapidly developing and it is difficult for management to identify at the current time all risks, orquantify those identified, or to assess their impact on particular financial measures and operating results. Nevertheless, the discussionunder “Risk Factors” identifies potential areas of negative impact that may be caused by the COVID-19 pandemic.

OVERVIEW OF THE COMPANY

Curaleaf is a leading producer and distributor 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, Select, and Grassroots, provide industry-leading services, product selection, and accessibility across the medical and adult-use markets in the U.S. Headquartered in Wakefield, Massachusetts. As of September 30, 2022, domestically, the Company has operations in 22 states; operating 137 dispensaries, 26 cultivation sites, and 30 processing sites in the U.S. with a focus on highly populated, limited license states, including Arizona, Connecticut, Florida, Illinois, Maryland, Massachusetts, Nevada, New York, New Jersey, North Dakota, and Pennsylvania. In Europe, the Company has a fully integrated medical cannabis business with licensed cultivation in Portugal, two pharma grade cannabis processing and manufacturing facilities in Spain and the United Kingdom (“U.K.”) and Germany and licensed medical cannabis distribution in the U.K., Germany, and Switzerland. In the U.K. the Company also holds a pharmacy license and operates medical cannabis clinics in England (where it received an ‘outstanding’ rating by the regulator for being well led) and Scotland, enabling the supply of medical cannabis direct to the patient. Additionally, the Company supplies medical cannabis on a wholesale basis across the region, including into Israel, Italy and Germany.

Business name	Operations <br><br>Location
CLF AZ, Inc.	AZ	100	%	100	%
CLF NY, Inc.	NY	100	%	100	%
Curaleaf CA, Inc.	CA	100	%	100	%
Curaleaf KY, Inc.	KY	100	%	100	%
Curaleaf Massachusetts, Inc.	MA	100	%	100	%
Curaleaf MD, LLC	MD	100	%	100	%
Curaleaf OGT, Inc.	OH	100	%	100	%
Curaleaf PA, LLC	PA	100	%	100	%
Curaleaf, Inc.	MA	100	%	100	%
Focused Investment Partners, LLC	MA	100	%	100	%
CLF Maine, Inc.	ME	100	%	100	%
PalliaTech CT, Inc.	CT	100	%	100	%
CLF Oregon, LLC (formerly PalliaTech OR, LLC)	OR	100	%	100	%
PalliaTech Florida, Inc.	FL	100	%	100	%
PT Nevada, Inc.	NV	100	%	100	%
CLF Sapphire Holdings, Inc.	OR	100	%	100	%
Curaleaf NJ II, Inc.	NJ	100	%	100	%
Focused Employer, Inc.	MA	100	%	100	%
GR Companies, Inc.	IL	100	%	100	%
CLF MD Employer, LLC	MD	100	%	100	%
Curaleaf Columbia, LLC (formerly HMS Sales, LLC)	MD	100	%	100	%
MI Health, LLC	MD	100	%	100	%
Curaleaf Compassionate Care VA, LLC	VA	100	%	100	%
Curaleaf UT, LLC	UT	100	%	100	%
Curaleaf Processing, Inc	MA	100	%	100	%
Virginia's Kitchen, LLC	CO	100	%	100	%
Cura CO LLC	CO	100	%	100	%
Curaleaf Stamford, Inc.	CT	100	%	100	%
Curaleaf International Holdings Limited	Guernsey	68.5	%	68.5	%
CLF MD Processing, LLC	MD	—		—
Windy City Holding Company, LLC	IL	—		—
Grassroots OpCo AR, LLC	IL	—		—
Remedy Compassion Center, Inc	ME	—		—
Primary Organic Therapy, Inc (d/b/a Maine Organic Therapy)	ME	—		—
Broad Horizon Holdings, LLC	MA	—		—

Company Performance and Objectives

Limited-License Markets. The majority of the markets in which the Company currently operates have formal regulations limiting the number of cannabis licenses that will be awarded, thus forming high barriers to entry, limited market participants, and protected market share in these limited-license states. Curaleaf intends to apply for new licenses or acquire businesses within limited-license markets in which the Company does not currently operate.

Increasing Presence in Current Markets. The Company plans to grow within its current markets by pursuing opportunities for vertical integration, acquiring additional dispensary licenses, and/or entering into production and marketing relationships to further build its brand and expand its distributional footprint. The Company intends to apply for new licenses as available and determined by each state.

Increasing Exposure in Mass Markets. The Company has established itself as a market leader in the U.S. and has become a dominant player due to its competitive pricing, experienced management, strong capitalization, and strong brand goodwill. In mass markets, which exhibit a free market dynamic typical of other industries, such as California and Oregon, the Company intends to leverage its extensive experience to grow cannabis and/or process more efficiently and reliably, while taking advantage of wholesale and retail opportunities and establishing a strong brand.

Operating Segments

The Company operates in one segment; the cultivation, production, and sale of cannabis via retail and wholesale channels. As of and during the year ended December 31, 2021, the Company operated in two segments; Cannabis and Non-Cannabis. During the period ended March 31, 2022, the Company reevaluated the Company’s operating structure and determined that the Non-Cannabis segment is no longer a relevant or material portion of the Company’s business.

Principal Products and Services

•	Cultivation: As of September 30, 2022 the Company’s U.S. cultivation facilities have<br>399 unique cultivars in the production phase, which have been tested and characterized for yield, cannabinoid content, and other properties.<br>Additionally, the Company’s state-licensed entities cultivate cannabis using a variety of methods, including greenhouse, outdoor,<br>indoor, and two-tier indoor cultivation.
•	Extraction and Purification: The Company’s U.S. extraction facilities use proprietary processes<br>for cannabis and terpene purification. The Company believes its manufacturers are industry leaders in achieving the desired composition<br>of cannabinoids and terpenes in finished products through processing and purification, thereby enabling timely response to trends in medical<br>product formulation.
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•	Formulation and Quality Control: The Company’s U.S. processing facilities produce across<br>the range of solid, liquid, and inhaled products utilizing its vast in-house knowledge and experience. By combining expert cultivation,<br>manufacturing, and analytical laboratory operations, our processors have developed a complete in-house quality assurance and quality control<br>program. In-house quality assurance enables rapid product development cycles and production of higher quality consumer products.
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Research and Development

The Company has continued to be an industry leader in publishing real world evidence data in Europe. At present, 7 research publications have arisen from the U.K. Medical Cannabis Registry, covering chronic pain, anxiety, and autism spectrum disorder. A further paper has also been recently accepted in the journal ‘Pain and Palliative Care Pharmacotherapy’ providing data on the importance that U.K. patients place in the research published from the U.K. Medical Cannabis Registry. In addition, the Company has published 6 further peer-reviewed research articles, of which 5 have been published in 2022 which tackle themes of awareness and stigma of medical cannabis. Moreover, this year the Company presented 23 research abstracts across the International Cannabinoid Research Society 2022 conference and two national British meetings, of which 19 contained outcomes from the Registry. Among these included individual analyses of each of the Company's own branded and manufactured medical cannabis oils and dried flower for the treatment of pain and anxiety. Furthermore, 4 research abstracts were presented at the 12th International Medical Cannabis Conference 2022, including results on migraine and from a clinical trial in pain. In addition to real world evidence, the Company has published leading opinion pieces on the status of medical cannabis research, in addition to conducting fundamental research on the perceived stigma of medical cannabis patients in the U.K., which is strategically important in the future education of patients, public, and healthcare professionals.

Production and Sales

As of September 30, 2022, the Company had 26 cultivation facilities in the U.S. totaling approximately 3.9 million square feet, as well as 30 U.S. processing facilities. Each new manufacturing site is built to ISO 8 clean room specifications and employs advanced nutritional and pharmaceutical formulations technology for optimal delivery methods. Each production facility (cultivation and processing) primarily focuses on the commercialization of cannabis products, with a strict focus on quality control and patient care. Illustrating this commitment, our Florida operations were the first in the cannabis industry to receive the Safe Quality Food certification under the Global Food Safety Initiative.

The Company’s primary method of sales in the U.S. currently occur through its licensed dispensaries across the U.S. Also, the Company’s dispensaries offer home delivery services across several U.S. states, in compliance in all material respects with all regulations applicable in those U.S. states. In Nevada, Utah, and Florida, the Company offers drive-thru service at select dispensaries. In multiple states, our dispensaries offer customers the option to order online to pick-up in store. In Europe, the method of sales occurs through medical cannabis distribution in the U.K., Germany, and Switzerland, a medical cannabis pharmacy (direct to patient) in the U.K., supplying medical cannabis wholesale to several jurisdictions, including Israel, Italy and Germany as well as selling CBD wholesale throughout Europe.

Curaleaf aims to expand dispensaries e-commerce operations and delivery operations, where permitted, to offer convenient access for its customers and meet the demands of an evolving retail landscape.

Intellectual Property

The Company has spent considerable time and resources to establish a premium and recognizable brand amongst consumers and retailers in the cannabis industry. The Company has one federally registered patent with the United States Patent and Trademark Office (“USPTO”). Additionally, as of September 30, 2022, the Company had several registered trademarks and multiple trademarks that have been filed and are pending approval with the USPTO, and the Company is actively pursuing the filing of additional trademarks. The Company also has a significant number of trademarks and two patents filed in various international jurisdictions.

In addition to its patent and pending trademarks, Curaleaf owned, as of September 30, 2022, numerous website domains, including www.curaleaf.com, as well as numerous social media accounts across all major platforms.

Curaleaf maintains an in-house legal team, as well as engages outside legal counsel, to actively monitor and identify potential infringements on its intellectual property.

Competitive Conditions

The U.S. cannabis industry is highly competitive. The Company competes on quality, price, brand recognition, and distribution strength. The Company’s cannabis products compete with other products for consumer purchases, as well as shelf space in retail dispensaries and wholesaler attention. The Company competes with numerous cannabis producing companies with various business models, from small family-owned operations to multi-billion-dollar market capitalized multi-state operators. In certain markets, such as California, there are also a number of illegally operating dispensaries, which serve as competition as well. Further, in certain other U.S. states such as New York there has been an increase in illegally operating dispensaries that appear to be stocking and selling cannabis products originating from California operators. The Company maintains an operational footprint primarily in U.S. states with high barriers to entry and limited market participants due to the limited availability of state licenses or local permitting as well as stringent operating and capital requirements. The majority of the markets in which the Company’s licensees operate have formal regulations limiting the number of cannabis licenses that will be awarded, helping to ensure the Company's market share is protected in these limited-market states under the current regulatory framework. The Company also faces competition from a number of companies operating in the European medical cannabis sector and in each specific country where the Company operates and intends to operate.

The U.S. States the Company Operates In,Their Legal Framework and How It Affects Our Business

								Permitted Products
State	Medicinal<br><br> Legalization	Adult-use<br><br> Legalization	Dispensaries	Processing<br><br> Facilities	Cultivation<br><br> Sites		Square<br><br> Feet	Oil	Edibles	Flower	Delivery	Wholesale
AZ	2010	2020	14	3	3		166,276	X^(1)^	X	X	X^(4)^	X
CA	1996	2016	—	2	—		—	X^(2)^	X	X	X	X
CO	2000	2012	3	1	3		2,195,475	X	X	X	X^(5)^	X
CT	2012	2021	4	1	1		60,000	X^(1)^	X	X	—	X
FL	2014	—	52	2	3		460,772	X^(2)^	X	X	X	X^(3)^
IL	2013	2019	10	1	1		125,000	X	X	X	—	X
ME	1999	2019	5	2	1		126,800	X^(1)^	X	X	X	X
MD	2013	—	4	1	1		55,000	X^(2)^	X	X	X^(7)^	X
MA	2012	2016	4	2	2		157,000	X^(1)^	X	X	X	X
MI	2008	2018	3	1	—		—	X^(1)^	X	X	—	—
MO	2018	—	—	1	—		—	—	—	X	—	—
NV	2013	2016	3	2	2		60,072	X^(1)^	X	X	X	X
NJ	2010	2020	3	2	2		153,150	X^(1)^	X	X	X^(7)^	X^(3)^
NY	2014	2021	4	1	1		72,000	X^(2)^	X	X	X^(7)^	X
ND	2016	—	4	1	1		33,000	X	—	X	X^(3)^	X
OH	2016	—	2	1	1 Level 1		30,000	X^(1)^	X	X	—	X
OR	1998	2014	1	2	1		37,000	X^(1)^	X	X	X	X
PA	2016	—	18	2	2		159,000	X^(2)^	—	X	—	—
UT	2018	—	1	1	—		—	X	X^(6)^	X	X	X
VT	2004	—	2	1	1		13,000	X	X	X	X	X
					(1	)	Extracted oils only
					(2	)	Oil-based formulations only
					(3	)	Permitted with approval
					(4	)	Medical use only
					(5	)	In select areas
					(6	)	With limits
					(7	)	Permitted, however Curaleaf dispensaries do not offer home delivery at this time

Arizona Operations

Arizona’s licensing body for medical and adult-use cannabis is the Arizona Department of Health Services (“AZDHS”). The market is divided into two classes of licenses: medical and adult use. Each license grants the licensee the ability to have one dispensary, one processing site, and one cultivation site. There is no requirement for vertical integration in Arizona and processing and cultivation sites can be used by third party companies. Arizona does not recognize third party companies and although they operate, the ultimate responsibility for compliance falls on the license holder themselves. As of September 30, 2022, there were 138 operating dispensaries in Arizona.

As indicated in the chart above, all categories of product are allowed to be sold as either adult use or medical except for edibles over 100 mg per package, which must be sold to medical patients only. Adult use edibles cannot be more than 10mg per serving or 100mg per package. AZDHS determines product is either adult use or medical at the time of dispensing so an adult use cultivation can make products that can be sold as medical through a dispensary as long as it meets the same requirements for medical.

Recently proposed legislation currently under review in Arizona includes H2260: Medical Marijuana; Medical Conditions, which would expand the listing of qualified medical conditions to obtain a medical card; H2545: Marijuana: Social Equity Ownership Licenses, which would prohibit holders of a social equity ownership marijuana establishment license from transferring such license within the first 10 years of issuance; H2792: Landlords: Tenant’s Marijuana Use, which prohibits a landlord from terminating a tenant’s rental agreement because the tenant uses marijuana; H2828: Department of Marijuana Regulation, which establishes the Arizona Department of Marijuana Regulation (“ADMR”) for the purpose of administering the Arizona Medical Marijuana Act and status governing the responsible adult use of marijuana; and, S1715: Hemp-Derived Manufactured Cannabinoids; Prohibition, which excludes "hemp-derived manufactured psychotropic cannabinoids” from the definition of “marijuana” and “marijuana products” and adds such to the definition of “usable marijuana.”

Arkansas Operations

As of September 30, 2022, the Company’s operations in Arkansas have been divested.

California Operations

Recently proposed legislation that is currently under review in California includes AB-45, which would allow industrial hemp to be incorporated into the cannabis supply chain. The DCC is preparing a report to outline the steps necessary to incorporate hemp into the cannabis supply chain, including allowing hemp as an ingredient in manufactured cannabis products and the sale of hemp only products at cannabis retailers. Until the report is finalized, and recommendations are implemented, California cannot incorporate hemp into the cannabis supply chain. The Company does not anticipate any changes to current hemp restrictions in the state in 2022.

Colorado Operations

Colorado’s licensing body is the Marijuana Enforcement Division (“MED”). The market is divided into medical and retail (adult-use) classes of which there are the following types of licenses: cultivation, stores, delivery, hospitality, operators, manufacturers, testing facilities, and transporters. Regulators in Colorado have not placed a limit on the number of licenses and as of September 30, 2022, there were 665 adult use stores licenses and 401 medical store licenses issued.

Connecticut Operations

Connecticut’s licensing body is the Connecticut Department of Consumer Protection. The market is divided in the following types of licenses: retail, cultivation, production, and bakery. There is currently no limit on the number of licenses available and one license grants the applicant one site (retail, cultivation, production, or bakery). As of September 30, 2022, there were 18 operational dispensaries. A board-certified pharmacist must be on-site to dispense medical cannabis at a dispensary.

Recent legislation included legalization of adult-use; however, clarification about the program is still in progress.

Florida Operations

Illinois Operations

Illinois’ licensing body is the Illinois Department of Financial and Professional Regulation (retail) and Illinois Department of Agriculture (cultivation/processing). The main classes of licenses include retail, cultivation, craft growers, infusers, and transporters. For cultivation/processing, no more than three cultivation licenses are allowed per entity and for retail, no more than 10 locations per entity. As of September 30, 2022, there were 110 adult use operational dispensaries.

Maine Operations

Maine’s licensing body is the Office of Cannabis Policy. There currently is no limit on the number medical or adult use licenses, however, municipalities must opt-in for adult use and medical dispensary owners must be Maine residents. Medical licenses can be vertical (one license per dispensary, one license per entity) and must have local approval and relevant licensing (tobacco, food license). Additionally, adult use licenses are also unlimited and are as follows: retail, cultivation, manufacturing (one license grants one dispensary, cultivation or manufacturing facility). As of September 30, 2022, there were 107 adult use dispensaries in operation.

Maryland Operations

Maryland’s licensing body is the Maryland Medical Cannabis Commission. The market is divided into the following types of licenses: dispensary, grower/cultivator, processor, independent testing laboratory, and ancillary business. Each issued license is associated with one facility. As of September 30, 2022, there were 102 operational dispensaries. A person may not have interest in or control of, including the power to manage or operate, more than one grower license, one processor license, and four dispensary licenses. Edibles are permitted under the condition that they are shelf stable. Topicals are also permitted.

Massachusetts Operations

Massachusetts’ licensing body is the Cannabis Control Commission. The market is divided into the following types of licenses: retail, cultivation, production manufacturing, testing laboratory, transporter, research, and delivery. Each issued license is associated with one facility and as of September 30, 2022, there were 235 operational dispensaries. No person or entity having direct or indirect control shall be granted, or hold, more than three licenses in a particular class and is limited to 100,000 square feet of canopy which is distributed across no more than three cultivation licenses and three Medical Treatment Centers.

Michigan Operations

Missouri Operations

Missouri’s licensing body is the Missouri Department of Health and Senior Services. The market is divided into the following types of licenses: cultivation, infused products manufacturing facility, dispensary facility, transportation facility, and testing facility. As of September 30, 2022, there were 192 operational dispensaries. There are no vertical integration requirements in Missouri and one license allows one facility. Facilities may not be owned, in whole or in part, or have as an officer, director, board member, or manager, any individual with a disqualifying felony offense. Facilities must be majority owned (>50%) by natural persons who have been residents of Missouri for at least one year. No more than three cultivation, no more than three manufacturing, and no more than five dispensary licenses shall be issued to any entity under substantially common control, ownership, or management.

Nevada Operations

Nevada’s licensing body is the Cannabis Compliance Board (“CCB”). The market is divided into the following types of licenses: cultivation, production, distribution, dispensary/retail, and testing laboratory and a newly available consumption lounge license. There is no specific limit on licenses for Nevada and as of September 30, 2022, there were 99 operational retail dispensaries. Licenses are only granted during licensing rounds and licensing rounds are not regularly scheduled but held as needed, per jurisdiction.

The licensing round for consumption lounge licenses was held from October 14, 2022 through October 27, 2022. Once granted, a license cannot be moved outside of that local jurisdiction. There are currently no active licensing rounds or planned rounds. Additionally, there is no set limit on size/structure; each facility is individually assessed and approved by the CCB and the applicable local jurisdiction. The Company submitted the initial Consumption Lounge licensing application and is awaiting notification of whether the Company has been awarded a prospective license. If awarded a prospective license the Company will have 120 days to complete additional documentation required to proceed to the suitability portion of the application process. There are a total of 40 Retail-Attached licenses possible. 20 Retail-Attached applications were received by the CCB. There are another 20 Independent licenses possible, of which 10 are designated for Social Equity applicants.

New Jersey Operations

New Jersey’s licensing body is the New Jersey Cannabis Regulatory Commission. As of September 30, 2022, the market consisted of cultivation, manufacturing, retail, and delivery licenses. Cultivation facilities have a 150,000 square foot limit on canopy size and one license grants access to one facility. As of September 30, 2022, there were 23 operational medical dispensaries. Adult use sales began on April 21, 2022. Edibles are currently allowed but exclude baked goods.

New York Operations

New York’s licensing body is the Office of Cannabis Management (“OCM”). The market is divided into the following types of medical licenses: cultivation, manufacturing, processing, wholesale, distribution, and retail and the state is vertically integrated. Each licensed grants access to one facility and locations must be approved by the OCM. As of September 30, 2022, there were 38 operational dispensaries.

North Dakota Operations

Ohio Operations

Ohio’s licensing bodies are the Department of Commerce (grow/processing) and the Board of Pharmacy (dispensary). The market is divided into the following types of licenses: cultivator (Level I and Level II), processor, dispensary, and testing. Each license grants access to one facility and as of September 30, 2022, there were 58 operational dispensaries.

Oklahoma Operations

As of September 30, 2022, the Company’s cannabis operations in Oklahoma have been divested.

Oregon Operations

Pennsylvania Operations

Pennsylvania’s licensing body is the Pennsylvania Department of Health. The market is divided into the following types of licenses: grower processor, dispensary, and clinical registrants. A grower processor license allows for three dispensary permits, dispensary licenses allow three locations, and a clinical registrant allows six dispensary licenses. A pharmacist is required to be available for all dispensaries and as of September 30, 2022, there were 168 operational dispensaries.

Utah Operations

Vermont Operations

As of June 30, 2022, the Company’s operations in Vermont were designated as held-for-sale.

Components of Our Results of Operations

Revenue

Retail and Wholesale Revenue

Internationally, the Company also derives retail cannabis revenues in the U.K., where it holds a pharmacy license which enables it to fulfil cannabis prescriptions directly to the patient through its online pharmacy. In Germany, the Company supplies cannabis on a wholesale basis to pharmacies and to other distributors. All products that are supplied to Israel and Italy are sold to wholesalers who import the Company’s products. Non-cannabis revenues are all derived from wholesale operations in Spain, the U.K., Switzerland, and Germany.

Management Fee Income

Cost of Goods Sold

Gross Profit

Operating Expenses

Professional fees consist of accounting, legal, and acquisition related expenses. The Company expects these fees to fluctuate as expansion continues and subsequent acquisitions occur.

Other general and administrative expenses consist of travel, general office supplies and monthly services, facilities and occupancy, insurance, director fees, and new business development expenses.

Other Income (Expense), net

Interest income

The Company has notes receivable with various parties that earn interest income.

Interest expense

Interest expense consists of interest on outstanding borrowings under various promissory note agreements as well as amortization of debt discounts and deferred financing costs.

Other income (expense), net

Income taxes

SELECTED FINANCIAL INFORMATION

The selected consolidated financial information set out below may not be indicative of the Company’s future performance:

										Variance
	Three months ended									September 30, 2022 vs.<br> June 30, 2022					September 30, 2022 vs.<br> September 30, 2021
	September 30, 2022			June 30, 2022			September 30, 2021					%					%
Total revenue	$	339,726		$	333,754		$	315,699					2	%				8	%
Cost of goods sold		177,905			154,894			172,673					15	%				3	%
Gross profit		161,821			178,860			143,026			)		(10	)%				13	%
Total operating expenses		142,685			149,122			143,074			)		(4	)%		)		—	%
Total other expense, net		(23,946	)		(3,315	)		(35,700	)		)		622	%				(33	)%
Income tax expense		(49,346	)		(48,185	)		(50,790	)		)		2	%				(3	)%
Net loss		(54,156	)		(21,762	)		(86,538	)		)		149	%				(37	)%
Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted	$	(0.07	)	$	(0.03	)	$	(0.12	)		)		133	%				(42	)%

All values are in US Dollars.

							Variance
	Nine months ended September 30,						2022 vs. 2021
	2022			2021					%
Total revenue	$	983,850		$	887,312					11	%
Cost of goods sold		482,919			464,206					4	%
Gross profit		500,931			423,106					18	%
Total operating expenses		431,769			375,023					15	%
Total other expense, net		(46,370	)		(69,908	)				(34	)%
Income tax expense		(136,974	)		(117,317	)		)		17	%
Net loss		(114,182	)		(139,142	)				(18	)%
Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted	$	(0.15	)	$	(0.19	)				(21	)%

All values are in US Dollars.

The following table summarizes Total assets and Long-term financial liabilities as of September 30, 2022 and December 31, 2021:

	As of
	September 30, 2022		December 31, 2021
Total assets	$	3,403,035	$	3,105,071
Long-term liabilities		1,423,134		1,123,738

KEY QUARTERLY DEVELOPMENTS DURING THE THREE-MONTH PERIOD ENDED SEPTEMBER 30,2022

•	During the quarter ended September 30, 2022, the Company added a net of 2 new stores, closing the<br>quarter with 137 retail locations, and serviced over 2,000 wholesale partner accounts.
•	On September 19, 2022, Curaleaf International completed its acquisition of a 55% stake in Four20<br>Pharma GmbH (“Four20”), a leading German distributor and manufacturer of medical cannabis.
---	---
•	On September 1, 2022, the Company completed its acquisition of Pueblo West Organics, LLC (“PWO”).<br>PWO operates in Pueblo West, CO (i) a 75,960 square foot indoor licensed marijuana cultivation facility and processing facility;<br>(ii) a 12,000 square foot licensed marijuana dispensary and cultivation facility; and (iii) a 2.1-acre licensed outdoor cultivation<br>facility.
---	---
•	In July and August of 2022, the Company hired Ed Kremer as Chief Financial Officer, Mitch Hara<br>as Chief Strategy Officer and Camilo Lyon as Chief Investment Officer.
---	---
•	On July 25, 2022, the Company announced the launch of Plant Precision, a curated collection of edibles<br>and topical gel designed to target specific wellness categories, offering low, customizable doses of THC and high doses of non-psychoactive<br>therapeutic minor cannabinoids like CBD, CBG, CBN and THCV, and a quickly absorbent THC topical gel.
---	---
•	On July 13, 2022, the Company announced that its Select brand had launched “The Farmer’s<br>Select” program, an ongoing series of limited-edition collaborations with licensed legacy farmers and diverse operators in California.
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RESULTS OF OPERATIONS

The following tables summarize our results of operations for the three and nine months ended September 30, 2022 and 2021 as well as those for the three months ended June 30, 2022.

										Variance
	Three months ended									September 30, 2022 vs.<br> June 30, 2022					September 30, 2022 vs.<br> September 30, 2021
	September 30,<br><br> 2022			June 30, 2022			September 30,<br><br> 2021					%					%
Revenues:
Retail revenue	$	259,652		$	251,948		$	224,543					3	%				16	%
Wholesale revenue		78,901			80,576			90,615			)		(2	)%		)		(13	)%
Management fee income		1,173			1,230			541			)		(5	)%				117	%
Total revenue		339,726			333,754			315,699					2	%				8	%
Cost of goods sold		177,905			154,894			172,673					15	%				3	%
Gross profit		161,821			178,860			143,026			)		(10	)%				13	%
Gross profit margin		48	%		54	%		45	%
Total operating expenses		142,685			149,122			143,074			)		(4	)%		)		—	%
Income from operations		19,136			29,738			(48	)		)		(36	)%				39967	%
Total other expense, net		(23,946	)		(3,315	)		(35,700	)		)		(622	)%				33	%
(Loss) income before provision for income taxes		(4,810	)		26,423			(35,748	)		)		(118	)%				87	%
Income tax expense		(49,346	)		(48,185	)		(50,790	)		)		(2	)%				3	%
Net loss		(54,156	)		(21,762	)		(86,538	)		)		(149	)%				37	%
Less: Net loss attributable to non-controlling interest		(2,767	)		127			(3,220	)		)		(2279	)%				14	%
Net loss attributable to Curaleaf Holdings, Inc.	$	(51,389	)	$	(21,889	)	$	(83,318	)		)		(135	)%				38	%

All values are in US Dollars.

							Variance
	Nine months ended September 30,						2022 vs. 2021
	2022			2021					%
Revenues:
Retail revenue	$	737,709		$	634,366					16	%
Wholesale revenue		242,485			251,257			)		(3	)%
Management fee income		3,656			1,689					116	%
Total revenue		983,850			887,312					11	%
Cost of goods sold		482,919			464,206					4	%
Gross profit		500,931			423,106					18	%
Gross profit margin		51	%		48	%
Total operating expenses		431,769			375,023					15	%
Income from operations		69,162			48,083					44	%
Total other expense, net		(46,370	)		(69,908	)				34	%
Income (loss) before provision for income taxes		22,792			(21,825	)				204	%
Income tax expense		(136,974	)		(117,317	)		)		(17	)%
Net loss		(114,182	)		(139,142	)				18	%
Less: Net loss attributable to non-controlling interest		(4,415	)		(6,161	)				28	%
Net loss attributable to Curaleaf Holdings, Inc.	$	(109,767	)	$	(132,981	)				17	%

All values are in US Dollars.

Comparison of the three and nine months ended September 30,2022 and 2021

Revenue

Revenue for the three months ended September 30, 2022 was $339.7 million, an increase of $24.0 million or 8% compared to revenue of $315.7 million in the prior year comparable period while revenue for the nine months ended September 30, 2022 was $983.9 million, an increase of $96.5 million or 11%, compared to revenue of $887.3 million in the prior year comparable period. These increases were primarily attributable to organic and acquisitional growth that has occurred since the prior year comparable periods, including the acquisition of Bloom Dispensaries (“Bloom”), the opening of several new dispensaries in the U.S., as well as the commencement of adult use sales in New Jersey.

Cost of Goods Sold

Cost of goods sold for the three months ended September 30, 2022 was $177.9 million, an increase of $5.2 million or 3% compared to cost of goods sold of $172.7 million in the prior year comparable period, while cost of goods sold for the nine months ended September 30, 2022 was $482.9 million, an increase of $18.7 million or 4% compared to cost of goods sold of $464.2 million in the prior year comparable period. These increases in cost of goods sold were primarily associated with the increase in revenue as described above.

Gross Profit

Gross profit for the three months ended September 30, 2022 was $161.8 million, or 48% of revenue, compared to $143.0 million or 45% of revenue, in the prior year comparable period. The changes in gross profit are directly attributable to the changes in revenue and cost of goods sold described above. The changes in gross profit are directly attributable to the changes in revenue and cost of goods sold described above.

Gross profit for the nine months ended September 30, 2022 was $500.9 million, or 51% of revenue, compared to $423.1 million or 48% of revenue, in the prior year comparable period. The changes in gross profit are directly attributable to the changes in revenue and cost of goods sold described above.

Comparison of the three months ended September 30, 2022to the three months ended June 30, 2022

Revenue

Revenue was $339.7 million for the three months ended September 30, 2022 compared to $333.8 million in the prior quarter, which represents an increase of $6.0 million or 2%, as a result of a 3% increase in retail revenue, offset slightly by a decrease in wholesale revenue attributable to the Company’s continued rationalization of our wholesale business in lower margin states.

Cost of Goods Sold

Cost of goods sold for the three months ended September 30, 2022 was $177.9 million, an increase of $23.0 million or 15% compared to cost of goods sold of $154.9 million in the prior quarter. The increase in cost of goods sold was primarily attributable to higher retail discounts, wholesale discounts in our investment markets as the Company works to clear through inventory, and additional reserves related to inventory rationalization.

Gross Profit

Gross profit for the three months ended September 30, 2022 was $161.8 million, or 48% of revenue, compared to $178.9 million, or 54% of revenue in the prior quarter. The changes in gross profit are directly attributable to the changes in revenue and cost of goods sold, described above.

Total Operating Expenses

							Variance
	Three months ended						September 30, 2022 vs.<br> June 30, 2022					September 30, 2022 vs.<br> September 30, 2021
	September 30,<br><br> 2022		June 30,<br><br> 2022		September 30, <br><br>2021				%					%
Salaries and benefits	$	56,919	$	57,978	$	49,301		)		(2	)%				15	%
Sales and marketing		10,781		10,831		10,824		)		—	%		)		—	%
Rent and occupancy		12,842		12,416		12,455				3	%				3	%
Travel		3,194		3,079		2,634				4	%				21	%
Professional fees		5,731		8,774		12,460		)		(35	)%		)		(54	)%
Office supplies and services		6,835		6,816		9,200				—	%		)		(26	)%
Other		12,617		12,750		10,822		)		(1	)%				17	%
Total selling, general, and administrative		108,919		112,644		107,696		)		(3	)%				1	%
Depreciation and amortization		28,571		28,220		22,396				1	%				28	%
Share-based compensation		5,194		8,258		12,982		)		(37	)%		)		(60	)%
Total operating expenses	$	142,684	$	149,122	$	143,074		)		(4	)%		)		—	%

All values are in US Dollars.

					Variance
	Nine months ended September 30,				2022 vs. 2021
	2022		2021				%
Salaries and benefits	$	170,846	$	135,169				26	%
Sales and marketing		31,038		31,606		)		(2	)%
Rent and occupancy		37,569		33,265				13	%
Travel		8,251		5,261				57	%
Professional fees		23,968		26,980		)		(11	)%
Office supplies and services		19,596		26,120		)		(25	)%
Other		35,439		24,355				46	%
Total selling, general, and administrative		326,707		282,756				16	%
Depreciation and amortization		83,937		61,236				37	%
Share-based compensation		21,125		31,031		)		(32	)%
Total operating expenses	$	431,769	$	375,023				15	%

All values are in US Dollars.

Comparison of the three and nine months ended September 30,2022 and 2021

Total operating expenses for the three months ended September 30, 2022 were $142.7 million, a decrease of $0.4 million or less than 1%, compared to $143.1 million for the prior year comparable period. Total operating expenses represented 42% of total revenue in the three months ended September 30, 2022 compared to 45% in the prior year comparable period. Total operating expenses for the nine months ended September 30, 2022 were $431.8 million, an increase of $56.7 million or 15%, compared to $375.0 million for the prior year comparable period. Total operating expenses represented 44% of total revenue in the nine months ended September 30, 2022, compared to 42% in the prior year comparable period. The increase in total operating expenses for the nine month comparable period was primarily driven by higher salaries and benefits as a result of higher headcount due to the Company’s expansion in the number of retail dispensaries from 109 at September 30, 2021 to 137 at September 30, 2022 along with an increase in depreciation and amortization expense reflective of the operational and acquisitional asset growth, partially offset by a decrease in share-based compensation period over period.

Comparison of the three months ended September 30, 2022to the three months ended June 30, 2022

Total operating expenses for the three months ended September 30, 2022 were $142.7 million, a decrease of $6.4 million or 4%, compared to $149.1 million in the prior quarter. Operating expenses represented 42% of total revenue in the three months ended September 30, 2022 and 45% in the three months ended June 30, 2022. The decrease in total operating expenses was primarily due to decreased professional fees and share-based compensation, offset by the Company’s investments in technology infrastructure.

Total Other Income (Expense), net

										Variance
	Three months ended									September 30, 2022 vs.<br> June 30, 2022					September 30, 2022 vs.<br> September 30, 2021
	September 30,<br><br> 2022			June 30, 2022			September 30,<br><br> 2021					%					%
Interest income	$	32		$	10		$	129					220	%		)		(75	)%
Interest expense		(14,607	)		(14,308	)		(15,385	)		)		2	%				(5	)%
Interest expense related to lease liabilities and financial obligations		(10,468	)		(7,537	)		(6,303	)		)		39	%		)		66	%
Loss on impairment		—			—			(5,672	)				nm					(100	)%
Other income (expense), net		1,097			18,520			(8,469	)		)		(94	)%				(113	)%
Total other expense, net	$	(23,946	)	$	(3,315	)	$	(35,700	)		)		622	%				(33	)%

All values are in US Dollars.

nm = not meaningful

							Variance
	Nine months ended September 30,						2022 vs. 2021
	2022			2021					%
Interest income	$	101		$	495			)		(80	)%
Interest expense		(42,061	)		(39,296	)		)		7	%
Interest expense related to lease liabilities and financial obligations		(25,337	)		(19,435	)		)		30	%
Loss on impairment		—			(5,672	)				(100	)%
Other income (expense), net		20,927			(6,000	)				(449	)%
Total other expense, net	$	(46,370	)	$	(69,908	)				(34	)%

All values are in US Dollars.

Comparison of the three and nine months ended September 30,2022 and 2021

Total other expense, net for the three months ended September 30, 2022 was $23.9 million, a decrease of $11.8 million, or 33%, compared to $35.7 million in the prior year comparable period. Total other expense, net for the nine months ended September 30, 2022 was $46.4 million, a decrease of $23.5 million, or 34%, compared to $69.9 million, for the prior year comparable period. The decrease in total other expense, net is primarily related to an increase in gain on investments in the current year period. In the current year period, the Company recognized a $10 million gain related to the recognition of a deposit received from Parallel Illinois, LLC that is no longer refundable as well as a $5.5 million gain related to contingent consideration recognized during the acquisition of EMMAC that was deemed to be no longer payable, while in the prior year comparable period the Company recognized losses on the disposal of assets and a $5.7 million impairment on an intangible asset.

Provision for Income Taxes

The Company recorded an income tax expense of $49.3 million for the three months ended September 30, 2022, a decrease of $1.4 million, or 3%, compared to an income tax expense of $50.8 million for the prior year comparable period. The Company recorded an income tax expense of $137.0 million for the nine months ended September 30, 2022, an increase of $19.7 million or 17% compared to an income tax expense of $117.3 million for the prior year comparable period. The decrease in income tax expense for the prior year comparable three month period was primarily due to discrete items recorded in the third quarter of 2021. The increase in income tax expense for the prior year comparable nine month period was primarily due to an increase in gross profit of certain of the Company’s subsidiaries that are subject to the restrictions of Section 280E.

Net Loss

Net loss for the three months ended September 30, 2022 was $54.2 million, a decrease in net loss of $32.4 million, or 37%, compared to a net loss of $86.5 million for the prior year comparable period. The decrease in net loss is due to increased revenue, decreased income tax expense, and the increase in gain on investment in the current period.

Net loss for the nine months ended September 30, 2022 was $114.2 million, a decrease in net loss of $25.0 million, or 18%, compared to a net loss of $139.1 million for the prior year comparable period. The decrease in net loss was primarily due to increases in operating expenses and cost of goods sold, which were partially offset by higher revenues, as described above.

Comparison of the three months ended September 30, 2022to the three months ended June 30, 2022

Total Other Income (Expense), net

Total other expense, net for the three months ended September 30, 2022 was $23.9 million, an increase of $20.6 million, or 622%, compared to $3.3 million in the prior quarter. The increase in total other expense, net is primarily due to a decrease in gains recognized during the period, as in the prior quarter the Company recognized $15.5 million in gain on investments as described above, while in the current period the Company recognized a $2.4 million gain on change in control related to the consolidation of Broad Horizon Holdings, LLC.

Provision for Income Taxes

The Company recorded an income tax expense of $49.3 million for the three months ended September 30, 2022, an increase of $1.2 million or 2% compared to an income tax expense of $48.2 million in the prior quarter. The increase in income tax expense was primarily due to discrete items recorded in the third quarter of 2022.

Net Loss

Net loss for the three months ended September 30, 2022 was $54.2 million, an increase in net loss of $32.4 million, or 149%, compared to a net loss of $21.8 million in the prior quarter. The increase in net loss was primarily due to higher other expense, net as well as the increase in cost of goods sold, as described above.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources

The Company’s primary need for liquidity is to fund working capital requirements of the business, capital expenditures, acquisitions, debt service, and for general corporate purposes. To date the Company’s primary source of liquidity has been from funds generated by financing activities, including the private placement completed in connection with the Company’s Business Combination, the private placement of SVS completed in July 2020, the overnight marketed public offering of SVS completed in January 2021, and the private placement of $475 million aggregate principal amount of senior secured notes completed in December 2021. The Company’s ability to fund its operations, to make planned capital expenditures, to complete planned acquisitions, to make scheduled debt and lease payments, and to repay or refinance indebtedness depends on our future operating performance and cash flows, which are subject to, among other factors, prevailing economic conditions and financial, business, and other factors, some of which are beyond the Company’s control. See the “Financial Instruments and Financial Risk Management” and “Risk Factors” sections of the Company’s Annual MD&A.

As of September 30, 2022, the Company had $197.7 million of cash and cash equivalents and working capital (current assets minus current liabilities) of $264.8 million, compared to $299.3 million of cash and cash equivalents and $410.4 million of working capital as of December 31, 2021. The decrease of $145.6 million in the working capital was primarily due to a decrease in cash on hand and an increase in accounts payable, offset by an increase in inventories and assets held for sale at September 30, 2022 as compared to December 31, 2021.

The Company is generating cash from sales and is investing its capital reserves in current operations and new acquisitions that are expected to generate additional earnings in the long term.

Recent Financing Transactions

Senior Secured Notes – 2026

A copy of the Note Indenture is available on the Company’s SEDAR profile at www.sedar.com and on its EDGAR profile at www.sec.gov/edgar/shtml.

Cash Flows

The following table summarizes the sources and uses of cash for each of the periods presented:

	Nine months ended September 30,
	2022			2021				%
Net cash provided by (used in) operating activities	$	34,302		$	(46,399	)			174	%
Net cash used in investing activities		(172,036	)		(80,867	)	)		(113	)%
Net cash provided by financing activities		40,430			372,846		)		(89	)%
Net (decrease) increase in cash	$	(97,304	)	$	245,580		)		(140	)%

All values are in US Dollars.

Operating Activities

During the nine months ended September 30, 2022 and 2021, operating activities provided $34.3 million and used $46.4 million respectively, of cash. For the nine months ended September 30, 2022, cash provided by changes in operating assets and liabilities was primarily attributable to an increase in accounts payable offset by an increase in inventories to support growth in operations. For the nine months ended September 30, 2021, cash used in changes in operating assets and liabilities was primarily attributable to an increase in inventories.

Investing Activities

During the nine months ended September 30, 2022 and 2021, investing activities used $172.0 million and $80.9 million, respectively, of cash. For the nine months ended September 30, 2022, cash used in investing activities was primarily attributable to payments made on completion of acquisitions including Bloom, coupled with payments for property and equipment, primarily related to the build out of new dispensaries, processing, and cultivation sites, partially offset by cash acquired and consolidated from acquired entities. For the nine months ended September 30, 2021, cash used in investing activities was primarily attributable to payments for property and equipment.

Financing Activities

During the nine months ended September 30, 2022 and 2021, financing activities provided $40.4 million and $372.8 million, respectively, of cash. During the nine months ended September 30, 2022, cash used by financing activities was almost exclusively attributable to proceeds from sale leasebacks, partially offset by lease liability payments. During the nine months ended September 30, 2021, cash provided by financing activities was primarily attributable to cash received in issuance of SVS, proceeds from the minority investment in Curaleaf International, and cash received from a financing agreement, partially offset by lease liability payments.

Contractual Obligations and Commitments

The Company has historically entered into transactions where real estate property or equipment is sold and leased back from the buyer. These transactions are evaluated to determine if sale-leaseback accounting criteria are met. If the Company determines that it has retained control of the property or equipment, the Company records the financed lease asset in “Property and equipment, net” and a corresponding financial obligation in “Financing lease obligations” on its Condensed Interim Consolidated Balance Sheets. The Company allocates each lease payment between a reduction of the lease obligation and interest expense using the effective interest method.

The Company leases machinery and equipment under leases that are of low-value or short-term in nature and therefore no ROU assets and lease liabilities are recognized for these leases. Expenses recognized relating to short-term leases and leases of low value during the three and nine months ended September 30, 2022 and 2021 were immaterial.

Period	Amount
2022 (remaining three months)	$	1,940
2023		50,000
2024		57,500
2025		60,000
2026		475,000
2027 and thereafter		7,607
Total future debt obligations	$	652,047

SUMMARY OF QUARTERLY RESULTS

	Three months ended
	September 30, <br><br>2022			June 30, 2022			March 31, 2022			December 31, <br><br>2021			September 30,<br><br> 2021			June 30, 2021			March 31, 2021			December 31,<br><br> 2020
Revenue	$	339,726		$	333,754		$	310,370		$	308,675		$	315,699		$	311,293		$	260,320		$	230,253
Cost of goods sold		177,905			154,894			150,120			161,950			172,673			158,667			132,866			116,918
Gross profit		161,821			178,860			160,250			146,725			143,026			152,626			127,454			113,335
Operating expenses		142,685			149,122			139,962			136,235			143,074			125,142			106,807			108,189
Other expense, net		(23,946	)		(3,315	)		(19,109	)		(50,862	)		(35,700	)		(15,862	)		(18,346	)		(13,034	)
Net loss		(54,156	)		(21,762	)		(38,264	)		(75,500	)		(86,538	)		(26,043	)		(26,561	)		(20,126	)
Less: Net (loss) income attributable to redeemable non-controlling interest		(2,767	)		127			(1,775	)		(2,541	)		(3,220	)		(2,941	)		—			165
Net loss attributable to Curaleaf Holdings, Inc.		(51,389	)		(21,889	)		(36,489	)		(72,959	)		(83,318	)		(23,102	)		(26,561	)		(20,291	)
Loss per share - basic and diluted	$	(0.07	)	$	(0.03	)	$	(0.05	)	$	(0.10	)	$	(0.12	)	$	(0.03	)	$	(0.04	)	$	(0.03	)
Weighted average SVS outstanding - basic and diluted		709,638,533			709,965,526			708,897,273			707,450,310			703,545,262			701,668,932			682,041,420			660,398,593

During the year ended December 31, 2020, the Company completed the following acquisitions:

(i)	Q1 2020: Select, Arrow Alternative Care, Inc., and Remedy Compassion Center;
(ii)	Q2 2020: Virginia’s Kitchen, LLC d/b/a Blue Kudu, Curaleaf NJ, Inc., and Primary Organic Therapy, Inc;
(iii)	Q3 2020: Grassroots, PalliaTech Florida LLC; and
(iv)	Q4 2020 Alternative Therapies Group, Inc.

During the year ended December 31, 2021, the Company completed the following acquisitions:

(i)	Q2 2021: EMMAC and Maryland Compassionate Care and Wellness, LLC;
(ii)	Q3 2021: Ohio Grown Therapies, LLC; and
(iii)	Q4 2021: Los Sueños.

During the first quarter of 2022, the Company completed the following acquisitions:

(i)	Bloom Dispensaries; and
(ii)	Sapphire Medical Clinics Limited.

During the second quarter of 2022, the Company completed the following acquisition:

(i)	Natural Remedy Patient Center, LLC.

During the third quarter of 2022, the Company completed the following acquisitions or effected change in control in the following entities:

(i)	Pueblo West Organics;
(ii)	Four20 Pharma GmbH; and
(iii)	Broad Horizon Holdings, LLC

OFF-BALANCE SHEET ARRANGEMENTS

As of September 30, 2022, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

RELATED PARTY TRANSACTIONS

	Related party transactions
	Three months ended September 30,						Nine months ended September 30,						Balance receivable (payable) as of
Transaction	2022			2021			2022			2021			September 30, 2022			December 31, 2021
Consulting fees ^(1)^	$	272		$	92		$	966		$	548		$	—		$	—
Travel and reimbursement ^(2)^		23			—			346			1,277			—			—
Rent expense reimbursement ^(3)^		(42	)		(42	)		(125	)		(96	)		—			—
Equipment purchases ^(4)^		—			1,300			—			2,726			—			—
Senior Secured Notes - 2026 ^(5)^		239			—			705			—			(10,000	)		(10,000	)
Promissory Note - 2024 ^(5)^		—			332			—			986			—			—
	$	492		$	1,682		$	1,892		$	5,441		$	(10,000	)	$	(10,000	)
(1) Consulting fees relate to real estate management and general advisory services provided by (i) Frontline Real Estate Partners, LLC, a company controlled by Mitchell Kahn, a Board Member, and in which Matt Darin, Chief Executive Officer, has a minority interest, as well as (ii) Measure 8 Venture Management, LLC, an investment company controlled by Boris Jordan, Executive Chairman and control person of the Company (including funds managed by such entity, “Measure 8”). There are on-going contractual commitments related to these transactions. The total consulting fees paid to Measure 8 were immaterial and $0.6 million for the three and nine months ended September 30, 2022 and were immaterial and $0.3 million for the three and nine months ended September 30, 2021, respectively. The total consulting fees paid to Frontline Real Estate Partners, LLC were $0.2 million and $0.4 million for the three and nine months ended September 30, 2022 and were immaterial and $0.3 million for the three and nine months ended September 30, 2021, respectively.
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(2) Travel and reimbursement relate to payments made to Measure 8 for reimbursements of certain expenses incurred. There are on-going contractual commitments related to these transactions
(3) The Company recognized a rent expense credit for a sublease between Curaleaf NY LLC and Measure 8 and rent expense for a lease between GR Companies, Inc. and FREP Elm Place II, LLC, a company owned in part by Mr. Kahn. Both arrangements represent on-going contractual commitments based on executed leases.
(4) The Company purchased hemp processing equipment from Sentia Wellness. Sentia Wellness is a Cannabidiol company that was formerly associated with Select, prior to the acquisition by Curaleaf. Mr. Jordan and Cameron Forni, former Select President, have interests in Sentia Wellness.
(5) Baldwin Holdings, LLC, in which Joseph F. Lusardi, the Company’s Executive Vice Chairman, owns a direct equity interest held $10 million of the total $475 million of Senior Secured Notes – 2026. The Company recognized interest expense related to the portion of the Senior Secured Notes - 2026 held by Baldwin Holdings, LLC. The Promissory Note – 2024 previously held by Baldwin Holdings, LLC, was exchanged for Senior Secured Notes – 2026 as part of the private placement of Senior Secured Notes – 2026 completed by the Company in December 2021. As a result of this exchange, the Company repaid the notes, including interest and prepayment penalty. For three and nine months ended September 30, 2021, the Company recognized interest expense under the Promissory Note - 2024. For the three and nine months ended September 30, 2022, the Company recognized interest expense under the Senior Secured Notes - 2026, some of which are attributable to Baldwin Holdings, LLC. The Senior Secured Notes – 2026 held by Baldwin Holdings, LLC contain certain repayment and interest components that represent on-going contractual commitments with this related party.

The Company’s key management personnel have the authority and responsibility for planning, directing and controlling the activities of the Company and consists of the Company's executive management team and management directors. Key management personnel compensation and other related party expenses for the three and nine months ended September 30, 2022 and 2021 are as follows:

	Three months ended September 30,				Nine months ended September 30,
Key management personnel compensation	2022		2021		2022		2021
Short-term employee benefits	$	1,193	$	910	$	5,958	$	5,004
Other long-term benefits		10		9		33		30
Share-based payments		2,979		5,368		7,600		12,109
	$	4,182	$	6,287	$	13,591	$	17,143

CHANGES IN OR ADOPTION OF ACCOUNTING PRACTICES

New Accounting Guidance - Recently Adopted

New Accounting Guidance - Not Yet Adopted

The Company reviews recently issued accounting standards on a quarterly basis and has determined there are no standards yet to be adopted which are relevant to the business for disclosure.

SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES, AND ASSUMPTIONS

The most significant assumptions and estimates underlying these Amended and Restated Interim Financial Statements are described below.

Consolidation

The Company consolidates legal entities in which it holds a controlling financial interest. The Company follows a two-tier consolidation assessment model, first focusing on a qualitative assessment of the Company’s ability to exercise power over significant activities and have exposure to potentially significant benefits or losses (the variable interest model), and second focusing on voting rights (the voting interest model). All entities are first evaluated to determine if they are VIEs. If an entity is determined not to be a VIE, it is assessed on the basis of voting and other decision-making rights under the voting interest model. The Company has determined that they possess the power to direct activities of their consolidated VIEs through management service agreements (see Note 23 — Revenue disaggregation ), or other similar arrangements.

Accounting for acquisitions and business combinations

Classification of an acquisition as a business combination or asset acquisition can depend on whether the asset acquired constitutes a business, which can be a complex judgment.

Share-based payment arrangements

Goodwill impairment

Inventory

Income taxes

Assets held for sale

COVID-19 estimation uncertainty

RESTATEMENT

Select Acquisition

Number of Share Options & RSUs

Adjustments have been retrospectively made to the comparative period as of and for the nine months ended September 30, 2021, to reflect mandatory disclosures associated with the reconciliation of share options and RSUs. Refer to Note 14 — Share-based payment arrangements in the Amended and Restated Interim Financial Statements for disclosures that reflect these adjustments. The correction of this error did not result in any changes to the Company’s Condensed Interim Consolidated Balance Sheets, Condensed Interim Consolidated Statements of Operations, Condensed Interim Consolidated Statements of Comprehensive Loss, Condensed Interim Consolidated Statements of Stockholders’ Equity or Condensed Interim Consolidated Statements of Cash Flows.

SUMMARY OF OUTSTANDING SHARE DATA

The Company had the following securities issued and outstanding as of November 7, 2022:

Securities	Number of Shares
Issued and Outstanding:
Multiple Voting Shares		93,970,705
Subordinate Voting Shares		619,719,185
Restricted Share Units		4,498,121
Stock Options		24,433,593

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The three levels of hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Inputs for the asset or liability that are not based on observable market data.

Financial Risk Management

Credit Risk

Credit risk is the risk of a potential loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s notes and accounts receivable. The maximum credit exposure at September 30, 2022 and 2021 is the carrying amount of cash and cash equivalents, accounts receivable, and notes receivable. The Company does not have significant credit risk with respect to its customers. All cash and cash equivalents are placed with major U.S. financial institutions.

Liquidity Risk

In December 2021, the Company closed a private placement of Senior Secured Notes - 2026, for aggregate gross proceeds of $475 million to the Company. The notes bear interest on the unpaid principal amount at a rate of 8% per annum, compounded semi-annually and payable in arrears on June 15 and December 15 of each year during the term of the notes; the first of which was paid on June 15, 2022. The Note Indenture governing the Senior Secured Notes - 2026 contains numerous positive and negative covenants of the Company. If the Company breaches a covenant under the Note Indenture, the trustee may, under certain circumstances, accelerate the maturity of the principal amount outstanding or realize on the collateral granted by the Company over its assets. A breach of covenant under the Note Indenture could have a material adverse impact on the Company’s financial position.

In connection with the Bloom acquisition, the Company issued secured promissory notes to the former Bloom owners in the aggregate of $160 million, which mature over three years. The first and second set of notes are each $50 million and mature in January 2023 and 2024; each bear interest at the rate of 6% per annum and interest payments are due quarterly.

The Company is monitoring the impacts of COVID-19 closely, and although liquidity has not been materially affected by the COVID-19 outbreak to date, the ultimate severity of the outbreak and its impact on the economic environment is uncertain. Given the current uncertainty of the future economic environment, the Company has taken additional measures in monitoring and deploying its capital to minimize the negative impact on liquidity. For more information, see Note 2 — Basis of presentation, COVID-19 estimation uncertainty in the Company’s amended and restated interim unaudited consolidated financial statements for the period ended September 30, 2022.

Market Risk

Currency Risk

Interest Rate Risk

REGULATORY ENVIRONMENT: ISSUERS WITH UNITEDSTATES CANNABIS-RELATED ASSETS

The Company derives its revenues from thecannabis industry in certain states of the U.S., and the industry is illegal under U.S. federal law.

The Company’s Condensed Interim ConsolidatedBalance Sheets and Condensed Interim Consolidated Statements of Operations Exposure to U.S. Cannabis Related Activities

As of the date of this MD&A, the majority of the Company’s business was directly derived from U.S. cannabis-related activities. As such, the Company’s statement of Condensed Interim Consolidated Balance Sheets and Condensed Interim Consolidated Statements of Operations exposure to U.S. cannabis-related activities is nearly 100%.

U.S. Federal Overview

The Controlled Substance Act

The U.S. federal government regulates drugs through the federal Controlled Substances Act (21 U.S.C. § 811) (the “CSA”), which places controlled substances, including cannabis, in one of five different schedules. Cannabis, except hemp containing less than .3% (on a dry weight basis) of the psychoactive ingredient in cannabis, is classified as a Schedule I drug. As a Schedule I drug, the federal Drug Enforcement Agency considers cannabis to have a high potential for abuse, no currently accepted medical use in treatment in the U.S., and a lack of accepted safety for use of the drug under medical supervision^1^. The classification of cannabis as a Schedule I drug is inconsistent with what the Company believes to be many valuable medical uses for cannabis accepted by physicians, researchers, patients, and others. As evidence of this, the FDA on June 25, 2018, approved Epidiolex an oral solution with an active ingredient, CBD, that is derived from the cannabis plant for the treatment of seizures associated with two rare and severe forms of epilepsy, Lennox-Gastaut syndrome and Dravet syndrome, in patients two years of age and older. This is the first FDA-approved drug that contains a purified drug substance derived from the cannabis plant. CBD is a chemical component of cannabis that does not contain the intoxication properties of tetrahydrocannabinol (“THC”), the primary psychoactive component of cannabis^2^. The Company believes the CSA categorization as a Schedule I drug is not reflective of the medicinal properties of cannabis or the public perception thereof, and numerous studies show cannabis is not able to be abused in the same way as other Schedule I drugs, has medicinal properties, and can be safely administered^3^.

^1^21 U.S.C. 812(b)(1).

^2^Cannabis containing THC is more commonly referred to in state laws and regulations as marijuana. Unless otherwise noted herein, we use cannabis and marijuana interchangeably.

Until 2018, the federal government provided guidance to federal law enforcement agencies and banking institutions regarding cannabis through a series of memoranda from the Department of Justice (“DOJ”). The most recent such memorandum was drafted by former Deputy Attorney General James Cole on August 29, 2013 (the “Cole Memorandum”)^4^. The Cole Memorandum offered guidance to federal enforcement agencies as to how to prioritize civil enforcement, criminal investigations and prosecutions regarding cannabis in all states, and acknowledged that, notwithstanding the designation of cannabis as a Schedule I controlled substance at the federal level, several states have enacted laws authorizing the use of cannabis. The Cole Memorandum also noted that jurisdictions that have enacted laws legalizing cannabis in some form have also implemented strong and effective regulatory and enforcement systems to control the cultivation, processing, distribution, sale and possession of cannabis. As such, conduct in compliance with those laws and regulations is less likely to be a priority at the federal level. The Cole Memorandum was seen by many state-legal cannabis companies as a safe harbor for their licensed operations that were conducted in full compliance with all applicable state and local regulations. However, on January 4, 2018, former U.S. Attorney General Jeff Sessions rescinded the Cole Memorandum. In the absence of a uniform federal policy, U.S. Attorneys with state-legal cannabis programs within their jurisdictions are responsible for establishing enforcement priorities for their respective offices. For instance, Andrew Lelling, a former U.S. Attorney for the District of Massachusetts, stated that while his office would not immunize any businesses from federal prosecution, he anticipated focusing the office's cannabis enforcement efforts on: (1) overproduction; (2) targeted sales to minors; and (3) organized crime and interstate transportation of drug proceeds. Other U.S. attorneys provided less assurance, promising to enforce federal law, including the CSA in appropriate circumstances. One of those U.S. Attorneys, Greg Scott, the Interim U.S. Attorney for the Eastern District of California, has a history of prosecuting medical cannabis activity: his office published a statement that cannabis remains illegal under federal law, and that his office would “evaluate violations of those laws in accordance with our district’s federal law enforcement priorities and resources”.

Following his election, President Biden appointed Merrick Garland to serve as the U.S. Attorney General. While Attorney General Garland indicated in his confirmation hearing that he did not feel that enforcement of the federal cannabis prohibition against state-licensed business would not be a priority target of Department of Justice resources, no formal enforcement policy has been issued to date. There is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the U.S. congress (“Congress”) amends the CSA with respect to cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current U.S. federal law.

As an industry best practice, despite the rescission of the Cole Memorandum, the Company abides by the following standard operating policies and procedures:

1.	Ensure that its operations are compliant with all licensing requirements as established by the applicable<br>state, county, municipality, town, township, borough, and other political/administrative divisions;

^4^See James M. Cole, Memorandum for all United States Attorneys re: Guidance Regarding Marijuana Enforcement (Aug. 29, 2013), available at https://www.justice.gov/iso/opa/resources/3052013829132756857467.pdf.

2.	Ensure that its cannabis related activities adhere to the scope of the licensing obtained (for example:<br>in the states where cannabis is permitted only for adult-use, the products are only sold to individuals who meet the requisite age requirements);
3.	Implement policies and procedures to ensure that cannabis products are not distributed to minors;
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4.	Implement policies and procedures to ensure that funds are not distributed to criminal enterprises, gangs<br>or cartels;
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5.	Implement an inventory tracking system and necessary procedures to ensure that such compliance system<br>is effective in tracking inventory and preventing diversion of cannabis or cannabis products into those states where cannabis is not permitted<br>by state law, or across any state lines in general;
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6.	Ensure that its state-authorized cannabis business activity is not used as a cover or pretense for trafficking<br>of other illegal drugs, is engaged in any other illegal activity or any activities that are contrary to any applicable anti-money laundering<br>statutes; and
---	---
7.	Ensure that its products comply with applicable regulations and contain necessary disclaimers about the<br>contents of the products to prevent adverse public health consequences from cannabis use and prevent impaired driving.
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One legislative safeguard for the medical cannabis industry remains in place: Congress has passed a so-called “rider” provision in the FY 2015, 2016, 2017, 2018, 2019, 2020 and 2021 Consolidated Appropriations Acts to prevent the federal government from using congressionally appropriated funds to enforce federal cannabis laws against regulated medical cannabis actors operating in compliance with state and local law. The rider is known as the “Rohrabacher-Farr” Amendment after its original lead sponsors (it is also sometimes referred to as the “Rohrabacher-Blumenauer” or “Joyce-Leahy” Amendment, but it is referred to in this MD&A as “Rohrabacher-Farr Amendment”). On March 15, 2022, the amendment was renewed through the signing of the fiscal year 2022 omnibus spending bill, effective through September 30, 2022.

On October 6, 2022, President Biden announced a series of marijuana-related initiatives. Included amongst them was a directive to the Secretary of Health and Human Services and the Attorney General “to initiate the administrative process to review expeditiously how marijuana is scheduled under federal law. Federal law currently classifies marijuana in Schedule I of the Controlled Substances Act, the classification meant for the most dangerous substances.” This administrative review would be conducted by the FDA and the DEA. It is unclear when these agencies would complete their respective reviews nor is it clear whether the reviews would result in any change in the classification of marijuana.

The most comprehensive proposal for reform of federal legislation on cannabis was introduced on July 21, 2022, by U.S. Senate Majority Leader Chuck Schumer (D-NY) along with Cory Booker (D-NJ), and Ron Wyden (D-OR) when they filed the Cannabis Administration and Opportunity Act (the “CAOA”). The CAOA removes cannabis from Schedule 1 of the CSA, which would permit its decriminalization and allow the expungement of federal non-violent cannabis crimes. The CAOA would impose a federal tax on cannabis of 10% in its first year of enactment, eventually increasing to 25% in 5% increments. The taxes raised would be used to petition fund programs to benefit communities disproportionately impacted by the “War on Drugs”.

The filing of the CAOA by Democratic congressional leaders represents a significant milestone in the move toward federal legalization of cannabis. While the CAOA indicates that legalization may come with significant federal tax burden, federal legalization will also bring long-awaited benefits to the industry of the removal of the Section 280E tax burden, clarity as to the status of state-licensed cannabis businesses, broad access to the banking and card payment system, increased availability, and reduced cost, of capital.

Senator Schumer has indicated that the CAOA does not have sufficient support in the Congress to pass.

Another bill, the Marijuana Opportunity Reinvestment and Expungement (MORE) Act, proposed in the U.S. House of Representatives would decriminalize and de-schedule cannabis from the CSA, provide for reinvestment in certain persons adversely impacted by the “War on Drugs,” and provide for expungement of certain cannabis offenses, among other things. The MORE Act passed U.S. House of Representatives on April 1, 2022, but has not been taken up in the Senate.

Money Laundering Laws

1.	Verifying with the appropriate state authorities whether the business is duly licensed and registered;
2.	Reviewing the license application (and related documentation) submitted by the business for obtaining<br>a state license to operate its marijuana-related business;
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3.	Requesting from state licensing and enforcement authorities available information about the business and<br>related parties;
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4.	Developing an understanding of the normal and expected activity for the business, including the types<br>of products to be sold and the type of customers to be served (e.g., medical versus adult-use customers);
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5.	Ongoing monitoring of publicly available sources for adverse information about the business and related<br>parties;
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6.	Ongoing monitoring for suspicious activity, including for any of the red flags described in this guidance;<br>and
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7.	Refreshing information obtained as part of customer due diligence on a periodic basis and commensurate<br>with the risk.
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The former Secretary of the U.S. Department of the Treasury, Steven Mnuchin, publicly stated that he did not have a desire to rescind the FinCEN Guidance.^5^The new Secretary of the Treasury, Janet Yellen, has not yet articulated an official Treasury Department position with regard to the FinCEN Guidance and thus as an industry best practice and consistent with its standard operating procedures, the Company adheres to all customer due diligence steps in the FinCEN Guidance.

^5^Angell, Tom. (2018 February 6). Trump Treasury Secretary Wants Marijuana Money In Banks, available at https://www.forbes.com/sites/tomangell/2018/02/06/trump-treasury-secretary-wantsmarijuana- money-in-banks/#2848046a3a53; see also Mnuchin: Treasury is reviewing cannabis policies. (2018 February 7), available at http://www.scotsmanguide.com/News/2018/02/Mnuchin-- Treasury-is-reviewing-cannabis-policies/.

Federal Taxation of Cannabis Businesses

An additional challenge to cannabis-related businesses is that the provisions of Section 280E are being applied by the IRS to businesses operating in the medical and adult-use cannabis industry. Section 280E prohibits businesses from deducting certain expenses associated with the trafficking of controlled substances within the meaning of Schedule I and II of the CSA. The IRS has applied Section 280E broadly in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws, seeking substantial sums in tax liabilities, interest and penalties resulting from underpayment of taxes due to the lack of deductibility of otherwise ordinary business expenses, the deduction of which is prohibited by Section 280E. Although the IRS issued a clarification allowing the deduction of certain expenses that can be categorized as cost of goods sold, the scope of such items is interpreted very narrowly, and the bulk of operating costs and general administrative costs are not permitted to be deducted. Therefore, businesses in the state-legal cannabis industry are subject to higher effective tax rates and thus may be less profitable than they would otherwise be.

Reform of Federal Legislation on IndustrialHemp

Despite the removal of CBD extracted from hemp and other hemp extracts, produced under authorized state hemp programs from the Controlled Substance Act, the FDA’s current stated position is that it is a prohibited act under the Federal Food, Drug, and Cosmetic Act to introduce into interstate commerce a food to which CBD or THC or cannabinoids has been added, or to market a product containing these ingredients as a dietary supplement.^7^

The results of the 2022 Congressional elections may impact the likelihood of any legal developments regarding cannabis at the national level, including the passage of the SAFE Banking Act and the MORE Act. While President Biden campaigned on a platform that included cannabis decriminalization and, as noted above, has taken steps to review current federal agency policy concerning cannabis, the legislative landscape may change following the mid-term elections in the fourth quarter of 2022. It is unclear whether Democrats, who have generally been more supportive of federal cannabis reform than Republicans, will continue to retain their majority in Congress which could impact the prospects for cannabis reform legislation.

^6^H.R.2 - 115th Congress (2017-2018): Agriculture Improvement Act of 2018, Congress.gov (2018), https://www.congress.gov/bill/115th-congress/house-bill/2/text.

Application of Immigration Laws

Service Providers

Ability to Access Capital

Heightened Scrutiny by Regulatory Authorities

Compliance and Monitoring

In addition to the above disclosure, please see “Risk Factors” for further risk factors associated with the operations of the Company and the Company.

RISK FACTORS

Hemp-Derived THC Products

There has been a proliferation of companies selling THC-containing consumer products (some coupled with CBD ingredients and some without) that are distributed outside existing state sanctioned medical and adult use marijuana programs. These products, which contain Delta-9 or other tetrahydrocannabinols such as Delta-8, are held out as being derived from hemp that meets the 2018 Federal Farm Bill requirements for excluding cannabis hemp from the Controlled Substances Act, namely that the hemp product contains no more than .3% total THC by dry weight. Within these limits, these products may still contain THC in significant levels: as an example, a typical edible ‘gummy’ product weighing a total of 6 grams could contain up to 18 mg of THC in a serving while still remaining within the Farm Bill .3% limit. Many state-sanctioned marijuana programs currently allow THC content of up 10 mg per serving. Further, those marketing these products currently can do so outside the state regulated marijuana markets and thus are not subject to the regulatory restrictions of state marijuana programs nor are they subject to state marijuana taxes, factors that may give these competitors a commercial advantage over those companies that operate and distribute THC containing products solely in accord with existing state regulated programs. The growth of the market for intoxicating, hemp-derived THC products outside the state-regulated system may become a source of significant competition to the Company, although the Company is unable to assess the impact of such competition at this time.

Exhibit 99.11

Form 52-109F2R

Certification of Refiled Interim Filings

This certificate is being filed on the same date that Curaleaf Holdings, Inc. (the “issuer”) has refiled interim financial report and interim MD&A for the interim period ended September 30, 2022 presented under US GAAP.

I, Matt Darin, Chief Executive Officer of the issuer, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the<br> “interim filings”) of the issuer for the interim period ended September 30, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the<br>interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that<br>is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings.
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3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings fairly present in all material respects<br>the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim<br>filings.
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Date: May 1^st^, 2023

/s/ Matt Darin
Matt Darin
Chief Executive Officer
NOTE TO READER<br><br> <br><br><br> <br>In contrast to the certificate required for non-venture<br> issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109),<br> this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls<br> and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying<br> officers filing this certificate are not making any representations relating to the establishment and maintenance of<br><br> <br><br><br> <br>i)               controls<br> and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings,<br> interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within<br> the time periods specified in securities legislation; and<br><br> <br><br><br> <br>ii)              a<br> process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with the issuer’s GAAP.<br><br> <br><br><br> <br>The issuer’s certifying officers are responsible<br> for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this<br> certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and<br> implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability,<br> transparency and timeliness of interim and annual filings and other reports provided under securities legislation
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Exhibit 99.12

Form 52-109F2R

Certification of Refiled Interim Filings

I, Ed Kremer, Chief Financial Officer of the issuer, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the<br> “interim filings”) of the issuer for the interim period ended September 30, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the<br>interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that<br>is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings.
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3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings fairly present in all material respects<br>the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim<br>filings.
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Date: May 1^st^, 2023

/s/<br> Ed Kremer
Ed Kremer
Chief Financial Officer
NOTE TO READER<br><br> <br><br><br> <br>In contrast to the certificate required for non-venture<br> issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109),<br> this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls<br> and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying<br> officers filing this certificate are not making any representations relating to the establishment and maintenance of<br><br> <br><br><br> <br>i)               controls<br> and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings,<br> interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within<br> the time periods specified in securities legislation; and<br><br> <br><br><br> <br>ii)              a<br> process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with the issuer’s GAAP.<br><br> <br><br><br> <br>The issuer’s certifying officers are responsible<br> for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this<br> certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and<br> implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability,<br> transparency and timeliness of interim and annual filings and other reports provided under securities legislation
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