Trulieve Cannabis Corp PRE 14A, filed Jun 12, 2026

Trulieve Cannabis Corp. (TRLV)

PRE 14A 2026-06-12 For: 2026-06-08

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Added on October 27, 2026

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x			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12


			DATED as of June 8, 2026
			By Order of the Board of Directors

			/s/ Eric Powers
			Eric Powers
			Chief Legal Officer and Corporate Secretary


ABOUT THE SPECIAL MEETING AND VOTING			2
Proxy Materials			2
How You Can Vote			6
Shareholder Proposals and Director Nominations			10
Description of the Company’s Voting Securities			12
Notice-and-Access			12
Obtaining Additional Information			12
			12
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON AT THE MEETING			13
			13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			13
			13
PROPOSAL 1: APPROVAL OF DELAWARE DOMESTICATION			16
THE DELAWARE DOMESTICATION			16
Benefits of the Delaware Domestication			16
Potential Disadvantages of the Delaware Domestication			17
Steps to Completing the Delaware Domestication			17
Effect of the Delaware Domestication on Shareholders			18
Treatment of Securities following the Delaware Domestication			19
Conditions to Completion of the Delaware Domestication			20
Comparison of Shareholders’ Rights Under British Columbia and Delaware Law			20


Comparison of Certificate of Incorporation and Company Delaware Bylaws with the BC Notice of Articles and BC Articles			33
COURT APPROVAL OF THE ARRANGEMENT			38
RIGHTS OF DISSENT			40
TAX MATTERS			41
SECURITIES LAW MATTERS			54
RISK FACTORS RELATED TO THE DELAWARE DOMESTICATION			55
SHAREHOLDER APPROVAL			56
RECOMMENDATION OF THE BOARD			57
			57
PROPOSAL 2: APPROVAL OF ADJOURNMENT PROPOSAL			57
Adjournment Process and Timing			57
Vote Required for Approval			58
			58
OTHER MATTERS			58


APPENDIX A – Arrangement Resolution
APPENDIX B – Plan of Arrangement
APPENDIX C – Sections 237 to 247 of the BCBCA
APPENDIX D – Interim Order
APPENDIX E – Notice of Hearing and Petition
APPENDIX F – BC Notice of Articles


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 5, 2026. The Notice of Meeting and Proxy Statement are available online at the “Financials” section of our website at investors.trulieve.com, on the Company’s profile page on Canada’s SEDAR+ at www.sedarplus.ca and on the Company’s profile page on the U.S. Securities and Exchange Commission’s website at www.sec.gov. YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR PROXY OVER THE INTERNET BY VISITING WWW.PROXYVOTE.COM OR BY TELEPHONE 1-800-690-6903 OR MARK, SIGN, DATE AND RETURN YOUR PROXY CARD BY MAIL WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING.


Receiving Future Meeting Materials by Email e-Delivery ensures that shareholders receive documents faster, helps reduce printing and postage expenses and creates less paper waste. Shareholders who wish to enroll in e-Delivery may sign up at www.proxyvote.com.


	Subordinate Voting Shares (1)		Multiple Voting Shares		Total (2)		Voting(3)
Name of Beneficial Owner	Number Beneficially Owned	% of Subordinate Voting Shares Beneficially Owned	Number Beneficially Owned	% of Multiple Voting Shares Beneficially Owned	Number of Shares of Capital Stock Beneficially Owned	% of Total Capital Stock Beneficially Owned	% of Voting Capital Stock Beneficially Owned
Named Executive Officers and Directors
Kim Rivers (4)	3,714,114	2.19%	161,534	72.09%	19,867,514	10.33%	10.33%
Jason Pernell (5)	508,338	*	45,271	20.20%	5,035,438	2.62%	2.62%
Jan Reese	—	—	—	—	—	—	—
Ryan Blust	186,079	*	—	—	186,079	*	*
Wes Getman (6)	22,634	*	—	—	22,634	*	*
Eric Powers (7)	395,757	*	—	—	395,757	*	*
Kyle Landrum	409,353	*	—	—	409,353	*	*
Matthew Foulston	18,859	*	—	—	18,859	*	*
Peter Healy	93,615	*	—	—	93,615	*	*
Richard May	614,476	*	—	—	614,476	*	*
Thomas Millner	93,485	*	—	—	93,485	*	*
Jane Morreau	86,720	*	—	—	86,720	*	*
Susan Thronson (8)	95,225	*	—	—	95,225	*	*
All directors and executive officers as a group (13)	6,238,655	3.67%	206,805	92.30%	26,919,155	14.00%	14.00%


	Stock Options	RSUs
Kim Rivers	1,106,104	—
Jason Pernell	96,939	—
Jan Reese	—	—
Ryan Blust	148,892	—
Wes Getman (6)	22,634	—
Eric Powers	319,041	—
Kyle Landrum	320,973	—
Matthew Foulston (9)	18,859	—
Peter Healy (10)	81,993	—
Richard May (10)	81,993	—
Thomas Millner (10)	81,993	—
Jane Morreau (10)	81,993	—
Susan Thronson (10)	81,993	—


	Delaware	British Columbia
Quorum of Shareholders	Under the DGCL, the certificate of incorporation or bylaws may specify the number of shares that must be present in person or represented by proxy at any meeting in order to constitute a quorum, provided that, in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting, except that, where a separate vote by a class or series is required, a quorum shall consist of no less than one-third of the shares of such class or series. In the absence of such specification in the certificate or bylaws, a majority of the shares entitled to vote shall constitute a quorum. The Bylaws state that a quorum for the transaction of business at a meeting of stockholders is one-third of the voting power of the stock issued and outstanding and entitled to vote at the meeting.	The BCBCA provides that the quorum for the transaction of business at a meeting of shareholders is the quorum established by the articles of the company. If no quorum is established by the articles, the quorum is two shareholders entitled to vote at the meeting whether present personally or by proxy. If the number of shareholders entitled to vote at the meeting is less than the quorum applicable to the company, then all of the shareholders entitled to vote at the meeting, whether present personally or by proxy, will constitute quorum. In accordance with the BC Articles, subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two shareholders who are present in person or represented by proxy, who hold, in the aggregate, at least 5% of the issued shares entitled to vote at the meeting.


	Delaware	British Columbia
Required Vote Generally	Under the DGCL, the certificate of incorporation or bylaws may specify the votes that shall be necessary for the transaction of business by the corporation. In the absence of such specification in the certificate of incorporation or bylaws, in all matters other than the election of directors, the affirmative vote of a majority of shares present or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders and, with respect to the election of directors, a plurality of the votes present or represented by proxy at a meeting and entitled to vote shall be required for election. The Bylaws generally provide that action by the stockholders on a matter, other than the election of directors, is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action and that directors will be elected by a plurality vote, provided that, if the rules and requirements of the exchange on which the Company's shares are then listed require a different voting standard for the election of directors, directors will be elected in accordance with the rules and requirements of such exchange.	Under the BCBCA, an ordinary resolution is required to pass most matters at a shareholders' meeting. An "ordinary resolution" means a resolution passed by a simple majority of the votes cast by shareholders voting shares that carry the right to vote at general meetings, or passed, after being submitted to all of the shareholders holding shares that carry the right to vote at general meetings, by being consented to in writing by shareholders holding shares that carry the right to vote at general meetings who, in the aggregate, hold shares carrying at least a special majority of the votes entitled to be cast on the resolution. Under the BCBCA, directors are elected by a plurality of votes cast by the shareholders voting shares that carry the right to vote at general meetings. In certain circumstances, directors may be appointed by an ordinary resolution.
Required Vote for Mergers, Conversions, Exchange and Sale of Assets	Under the DGCL, a sale, lease or exchange of all or substantially all of a corporation's assets, a merger or consolidation of a corporation with another corporation or a dissolution of a corporation generally requires the approval of the corporation's board of directors and, with limited exceptions, the affirmative vote of a majority of the outstanding stock entitled to vote on the transaction. Subject to a number of requirements (including a requirement that the corporation have a class or series of stock that is listed on a national securities exchange or held of record by more than 2,000 holders immediately prior to the execution of the merger agreement by the corporation), Section 251(h) of the DGCL permits merger agreements to provide that no stockholder vote is required to consummate a second-step merger following the completion of a tender or exchange offer for shares that, absent Section 251(h) of the DGCL, would be entitled to vote on the adoption of the merger agreement. Additionally, Section 253 of the DGCL permits a corporation to merge with a subsidiary corporation without a vote of stockholders of the subsidiary if the parent owns ninety percent (90%) or more of the outstanding shares of each class of the subsidiary's stock that would otherwise be entitled to vote on the merger (provided that certain other requirements are met). The Certificate of Incorporation does not contain any specific provisions that depart from these provisions of the DGCL.	Certain extraordinary corporate actions such as certain amalgamations, continuances, sales of substantially all the undertaking of a company other than in the ordinary course of business, and certain other extraordinary corporate actions such as liquidations or dissolution require authorizations by special resolution. A "special resolution" means a resolution approved by not less than a special majority, being two-thirds of the votes cast at a general meeting called for the purpose of considering the special resolution, or a resolution passed by being consented to in writing by all of the shareholders holding shares that carry the right to vote at general meetings.


	Delaware	British Columbia
Amendments to the BC Notice of Articles and BC Articles and the Certificate of Incorporation and Bylaws	Under the DGCL, except in certain limited circumstances, every amendment to the certificate of incorporation must be made in the following manner: •The proposed amendment must be approved by the board of directors and submitted to the stockholders for approval. •The proposed amendment requires the affirmative vote of a majority of the outstanding stock of each class entitled to vote thereon as a class. If any proposed amendment would increase or decrease the aggregate number of authorized shares of a class, increase or decrease the par value of the shares of a class, or alter or change the powers, preferences or special rights of a class or series so as to affect them adversely, then the amendment must also be approved by the holders of a majority of the outstanding stock of such class or series affected by such amendment whether or not entitled to vote thereon by the certificate of incorporation. The number of authorized shares of a class may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote, and not by the individual class, if so provided in the original certificate of incorporation. The Certificate of Incorporation includes such a provision with respect to each class of stock of the Company. Different series of the same class of shares do not constitute different classes of shares for the purpose of voting by classes except when the series is adversely affected by an amendment in a different manner than other series of the same class. The DGCL provides that the power to adopt, amend or repeal bylaws of the corporation shall be in the stockholders entitled to vote. Notwithstanding the foregoing, the DGCL also provides that the certificate of incorporation may confer the power to adopt, amend or repeal bylaws upon the board of directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws. The Certificate of Incorporation specifically provides that the Bylaws may be amended by the Board.	Under the BCBCA, an alteration to the articles or notice of articles of a company may require a resolution to be passed by: (i) the type of resolution specified by the BCBCA; (ii) if not specified by the BCBCA, the type of resolution specified by the articles; or (iii) if neither contain such a provision, a special resolution (as defined above). The BCBCA does allow certain capital alterations and alterations to the articles and notice of articles to be approved by an ordinary resolution (simple majority) of shareholders or by the directors, subject to the articles of the company. The Company currently has provisions in the BC Articles that permit alterations to the Notice of Articles, BC Articles and share structure in some circumstances by directors resolution, subject to any further requirements under the BCBCA, including, inter alia, to: •create or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares; •increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or established a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established; •subdivide or consolidate all or any of its issued or fully paid issued shares; •change all or any of the unissued or fully paid issues shares with no par value into shares without par value; •alter the identifying name of any of its shares; or •otherwise alter its shares or authorized share structure when required or permitted to do so by the BCBCA. In addition, the BC Articles also provide that, if the BCBCA does not specify the type of resolution and the BC Articles do not specify another type of resolution, the Company may by special resolution alter the BC Articles.


	Delaware	British Columbia
Size of Board; Director Qualifications	Under the DGCL, each director must be a natural person. Directors need not be stockholders unless so required by the certificate of incorporation or the bylaws. The certificate of incorporation and bylaws of a corporation may prescribe other qualifications for directors. Under the DGCL, a corporation must have at least one director, and may provide in its certificate of incorporation or in its bylaws for a fixed number of directors or a variable number of directors, and may otherwise provide for the manner in which the number of directors may be increased or decreased.	Pursuant to the BCBCA, a public company must have at least three directors. Under the BCBCA, an individual is not qualified to become or act as a director of a company if that individual is (a) under the age of 18 years; (b) found by a court, in Canada or elsewhere, to be incapable of managing the individual’s own affairs, unless a court, in Canada or elsewhere, subsequently finds otherwise; (b.1) a person in respect of whom a certificate of incapability is issued under the Adult Guardianship Act, unless the certificate is subsequently cancelled under section 37 (4) of that Act (c) an undischarged bankrupt, or (d) convicted in or out of British Columbia of an offence in connection with the promotion, formation or management of a corporation or unincorporated business, or of an offence involving fraud, unless (i) the court orders otherwise, (ii) 5 years have elapsed since the last to occur of (A) the expiration of the period set for suspension of the passing of sentence without a sentence having been passed, (B) the imposition of a fine, (C) the conclusion of the term of any imprisonment, and (D) the conclusion of the term of any probation imposed, or (iii) a pardon was granted or issued, or a record suspension was ordered, under the Criminal Records Act (Canada) and the pardon or record suspension, as the case may be, has not been revoked or ceased to have effect. A director who ceases to be qualified to act as a director of a company must promptly resign.


	Delaware	British Columbia
Removal of Directors	Under the DGCL, any or all directors may be removed, with or without cause, by the holders of a majority of shares then entitled to vote at an election of directors unless the certificate of incorporation of a corporation with a classified board otherwise provides, or in the case of a corporation that has cumulative voting.	Under the BCBCA, a company may remove a director before the expiration of the director’s term of office by a special resolution, or, if the articles provide that a director may be removed by a resolution of the shareholders entitled to vote at general meetings passed by less than a special majority or may be removed by some other method, by the resolution or method specified. Further, if the shareholders holding shares of a class or series of shares of a company have the exclusive right to elect or appoint one or more directors, a director so elected or appointed may only be removed by a special resolution passed by at least two-thirds of the votes cast by those shareholders, or, if the articles provide, by some other method or resolution specified therein. Under the BC Articles, the Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy. The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.


Signed on _______________________, 2026.
			TRULIEVE CANNABIS CORP. [Canadian entity] By:_____________________________ Name: Title:


Sole Incorporator
By: Name:


No. .S-[x] Vancouver Registry IN THE SUPREME COURT OF BRITISH COLUMBIA IN THE MATTER OF SECTIONS 288-299 OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, c. 57, AS AMENDED AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING TRULIEVE CANNABIS CORP. AND THE SHAREHOLDERS OF TRULIEVE CANNABIS CORP. TRULIEVE CANNABIS CORP. PETITIONER ORDER MADE AFTER APPLICATION (INTERIM ORDER) DLA Piper (Canada) LLP Barristers & Solicitors Suite 2700 1133 Melville Street Vancouver, BC V6E 4E5 Tel. No. 604.687.9444 Fax No. 604.687.1612


[], 2026 Dated			Signature of ☒ lawyer for petitioner DLA Piper (Canada) LLP (Derek J. Bell)


	Delaware	British Columbia
Board Vacancies	Under the DGCL, all vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the directors then in office or by the sole remaining director, unless otherwise provided in the certificate of incorporation or bylaws. The Bylaws provide that all vacancies, including those caused by an increase in the number of directors, shall be filled by the affirmative vote of a majority of the remaining directors, even if they constitute less than a quorum.	Under the BCBCA, unless the articles of a company provide otherwise, if a vacancy among the directors occurs because a director was removed by the shareholders, such vacancy may be filled by the shareholders at the shareholders’ meeting, if any, at which the director is removed, or, otherwise by the shareholders or by the remaining directors. Unless the articles of a company provide otherwise, a casual vacancy among directors may be filled by the remaining directors. Unless the articles of a company provide otherwise, if the shareholders holding shares of a class or series of shares have the exclusive right to elect or appoint one or more directors, a vacancy that occurs as a result of the removal of a director may be filled by those shareholders at the shareholders’ meeting, if any, at which the director is removed, or, otherwise, by those shareholders or remaining directors elected or appointed by those shareholders. If there are no directors in office, (a) an individual may be empowered by the shareholders to call a meeting of the shareholders for the election or appointment of directors, and appoint as directors, to hold office until the vacancies are filled at that meeting, the number of individuals that will constitute a quorum, or (b) there may be appointed, by a unanimous resolution of the shareholders, not more than the number of directors who, under the articles, may be elected or appointed at an annual general meeting, unless the articles of a company provide otherwise. Under the BC Articles, any casual vacancy may be filled by the directors. A vacancy caused by the removal of a director may be filled as discussed under “Removal of Directors”.


	Delaware	British Columbia
Liability of Directors; Fiduciary Duties; Limitation of Directors’ Liability	Delaware courts have provided a robust case law concerning the fiduciary duties of corporate boards and officers. Such case law requires that directors and officers of Delaware corporations exercise a duty of care and a duty of loyalty when making decisions on behalf of a corporation. The Delaware courts have developed the concept of the “business judgment rule” which presumes that directors, in making a business decision, acted on an informed basis, in good faith and in the honest belief that the action taken is in the best interests of the corporation. In performing their duties, directors and officers may exercise their business judgment through reliance in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of the corporation’s officers or employees, or committees of the board, or by any other person as to matters the members of the board reasonably believe are within their professional or expert competence and have been chosen with reasonable care. Under the DGCL, the certificate of incorporation of a corporation may eliminate or limit the personal liability of directors or officers to the corporation or its stockholders for monetary damages for breach of fiduciary duty, provided that such provision does not eliminate or limit liability (a) for breach of the duty of loyalty, (b) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, (c) for unlawful dividends or stock repurchases, (d) for any transaction from which a director or officer derived in improper personal benefit or (e) of an officer in any action by or in the right of the corporation. The Certificate of Incorporation provides that the liability of directors and officers is eliminated or limited to the fullest extent permitted by the DGCL. Under the DGCL, a transaction between a corporation and one or more of its directors or officers who has an interest in the transaction, is not void or voidable solely for that reason, if: (a) the material facts as to the director’s or officer’s relationship or interest are disclosed or are known to the board of directors or a committee thereof, and the disinterested directors or committee members approve the transaction in good faith; (b) the material facts as to the director’s or officer’s relationship or interest are disclosed or known to the stockholders of the corporation entitled to vote thereon, and the stockholders approve or ratify the transaction in good faith; or (c) the transaction is fair to the corporation at the time it is authorized or approved.	Under the BCBCA, every director and officer must act honestly and in good faith with a view to the best interests of the company, exercise the care, diligence, and skill that a reasonably prudent individual would exercise in comparable circumstances, act in accordance with the BCBCA and the regulations, and subject to the foregoing, act in accordance with the articles of the company. Under the BCBCA, directors of a company who vote for or consent to a resolution authorizing the company to. among other things,: (i) carry on a business or exercise a power contrary to its articles as a result of which the company has paid compensation to any person; (ii) pay a commission or allow a discount contrary to the BCBCA; (iii) pay a dividend or purchase, redeem or otherwise acquire shares contrary to the BCBCA, or (iv) make or give an indemnity to a party contrary to the BCBCA, are jointly and severally liable to restore to the company any amount paid or distributed as a result and not otherwise recovered by the company. In addition, directors who vote for or consent to a resolution that authorized the issue of a share that is not fully paid are jointly and severally liable to compensate the company or any shareholder or beneficial shareholder for any losses, damages and costs sustained or incurred as a result. A director is not liable for any such amounts if the director has relied, in good faith, on (i) financial statements represented by an officer of the company or in the written report of the auditor of the company to fairly reflect the financial position of the company; (ii) the written report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by that person; (iii) a statement of fact represented to the director by an officer of the company to be correct; or (iv) any record, information or representation that the court considers provides reasonable grounds for the actions of the director, whether or not the record, information or representation was forged, fraudulently made or inaccurate.


	Delaware	British Columbia
Indemnification of Officers and Directors	Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which such person is made a party by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (other than a derivative action), if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action, and no indemnification shall be made in respect of any claim as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action was brought determines that such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Also under Section 145 of the DGCL, a corporation may pay the expenses (including attorneys’ fees) incurred by officers and directors in defending against lawsuits in advance, provided that such director or officer undertakes to repay any advanced funds if it is ultimately determined that such person is not entitled to be indemnified by the corporation. The Certificate of Incorporation and the Bylaws generally provide mandatory indemnification and advancement of expenses to directors and officers to the fullest extent permitted by Delaware law. The Certificate of Incorporation provides for rights of indemnification and advancement to its employees and agents. Section 145 of the DGCL provides that a determination regarding indemnification shall be made by the corporation with respect to a person who is a director or officer of the corporation at the time of such determination: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding, even though less than a quorum, (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the corporation’s stockholders. A director or officer may also apply to the Delaware Court of Chancery or any other court of competent jurisdiction in Delaware for a determination that indemnification is proper in the circumstances. Section 145 of the DGCL and the Bylaws provide that it is not exclusive of other indemnification that may be granted by the Certificate of Incorporation, the Bylaws, disinterested director vote, stockholder vote, agreement or otherwise. The Bylaws also provide that, except for proceedings to enforce rights to indemnification, the Company shall not be obligated to indemnify any director or officer (or his heirs, executors, or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the board of directors.	Under the BCBCA, a current or former director or officer of the company, a current or former director or officer who acts or has acted for an affiliate of the company or at the company’s request as a director or officer of another company, or at the request of the company, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity (an “eligible party”), is entitled to be indemnified by the company in respect of all costs, charges and expenses (including legal and other fees, but not including judgments, penalties, fines or amounts paid in settlement of a proceeding) actually and reasonably incurred by the person in connection with any legal proceeding or investigative action if, among other things, (i) the person acted honestly and in good faith with a view to the best interests of the company; and (ii) in the case of an eligible proceeding other than a civil proceeding, the person had reasonable grounds for believing that this conduct in respect of which the proceeding was brought was lawful. Under the BC Articles, the Company must indemnify an eligible party against all eligible penalties and must pay expenses actually and reasonably incurred by such person. In addition, the Company must pay in advance of the final disposition of an eligible proceeding the expenses actually and reasonably incurred by an eligible party.
Indemnity Insurance	Pursuant to the DGCL and the Bylaws, the Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity.	Under the BCBCA, a company may purchase and maintain insurance for the benefit of a director or officer, former director and officer or current or former director and officer who acted as a director or officer of an affiliate or at the company’s request as director or officer against any liability that may be incurred by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the company or an associated corporation.
Shareholder Consent in Lieu of Meeting	The DGCL provides that, unless the certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents shall be signed by not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Certificate of Incorporation and the Bylaws provide that stockholders may not act by written consent.	Under the BCBCA, a written consent resolution by shareholders is deemed to be valid and effective as if it had been passed at a meeting of shareholders as long as it satisfies all of the requirements of the BCBCA and the regulations and articles of the company.


	Delaware	British Columbia
Calling of Shareholder Meeting	Under the DGCL, unless otherwise provided in the certificate of incorporation or the bylaws, the board of directors may call special meetings of the stockholders. The Bylaws provide that a special meeting of the stockholders may be called only by the board of directors pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office, or, if there are no directors then in office, by an officer of the Company. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation, unless otherwise required by law.	Under the BC Articles, directors may call meetings of shareholders. The BCBCA provides that shareholders may requisition a general meeting provided the requisition is made by shareholders holding at least 1/20 of the issued shares of the company that carry the right to vote at general meetings and is in compliance with the requirements of the BCBCA. If a general meeting is validly requisitioned in accordance with the BCBCA, the directors must call a general meeting to transact the business specified in the requisition, to be held within four months after the date the requisition is received by the company, regardless of the articles of such company.
Location of Shareholder Meetings	Under the DGCL, a stockholders meeting may be held within or outside of Delaware. If, pursuant to the DGCL or the certificate of incorporation or bylaws, the Board is authorized to determine the place of a stockholders meeting, the Board may determine that the meeting be held solely by remote communication. Under the Bylaws, the Board may determine to hold a meeting of stockholders by means of electronic communications, videoconferencing, teleconferencing or other available technology authorized by and in accordance with the DGCL.	Under the BCBCA, a general meeting of a company must be held in British Columbia or may be held at a location outside British Columbia if (i) a location outside of British Columbia is provided for in the company’s articles, (ii) the articles do not restrict the company from approving a location outside of British Columbia and the location is approved by the resolution required by the articles for that purpose (if no resolution is required by the articles for that purposes, approved by ordinary resolution), or (iii) the location for the meeting is approved by the Registrar of Companies of British Columbia before the meeting is held. If the meeting is a partially electronic meeting, the foregoing applies to the location where persons attend the meeting in person. If the meeting is a fully electronic meeting, the foregoing does not apply to the meeting. The BC Articles provide that the directors may choose a location outside of British Columbia for the purpose of any general meeting of shareholders.
Shareholder Inspection Rights	Under the DGCL, a stockholder or its agent has the right to inspect stock ledger, a list of all of its stockholders and its other books and records during the usual hours of business upon written demand stating his purpose (which must be reasonably related to such person’s interest as a stockholder). If the corporation refuses to permit such inspection or refuses to reply to the request within five business days of the demand, the stockholder may apply to the Delaware Court of Chancery for an order to compel such inspection.	Under the BCBCA, current shareholders of a company are entitled to inspect, without charge, certain records of the company, including the company’s constating documents (including the company’s articles, notice of articles and certificate of incorporation, continuation or amalgamation, as applicable); any orders made by the court under the BCBCA, the Registrar or the executive director under the Securities Act (British Columbia); the company’s central securities register and register of directors; consents to act and resignations of directors; any report of an inspector appointed by the court; the minutes of every meeting of shareholders; each consent resolution of shareholders; every audited financial statement of the company and its subsidiaries, whether or not consolidated; certain disclosures of disclosable interests of directors and senior officers; certain disclosures relating to financial assistance; and, if the company is an amalgamated company, the equivalent records for each predecessor company. Former shareholders have the same rights of inspection as do current shareholders, but only with respect to those records that relate to the period when that person was a shareholder.


	Delaware	British Columbia
Shareholder Proposals	The DGCL does not contain specific provisions regarding stockholder proposals.	The BCBCA provides a mechanism whereby qualified shareholders of public companies holding at least 1/100 of the issued shares that carry the right to vote at general meetings or have a fair market value in excess of $2,000, can have specific matters submitted for consideration at the next annual general meeting of the company, rather than relying on the directors or management of the company to put the matter before the shareholders. A “qualified shareholder” is a person who is a registered owner or beneficial owner of one or more shares of the company that carry the right to vote at general meetings and has been a registered owner or beneficial owner of one or more such shares for an uninterrupted period of at least two years before the date of the signing of the proposal. However, a person is not a “qualified shareholder” if, within two years before the date of the signing of the proposal, the person failed to present at an annual general meeting an earlier proposal that the person had submitted to the company and that the company had responded to by complying with the proposal process.
Payment of Dividends and Distributions	The DGCL provides that a corporation may declare and pay dividends to its stockholders either (i) out of its surplus, as determined in the DGCL, or (ii) if there is no surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.	Under the BCBCA, a company may declare a dividend, subject to its charter or an enactment that provides otherwise, out of the profits, capital or otherwise by issuing shares or warrants by way of dividend, or in property, including in money. A dividend in money or property may not be declared or paid if there are reasonable grounds for believing that (i) the company is insolvent, or (ii) the payment of the dividend would render the company insolvent. For the purposes of the payment of dividends, “insolvent” means unable to pay the company’s debts as they become due in the ordinary course of its business.
Rights of Dissent and Appraisal	Under the DGCL, stockholders are entitled to appraisal rights in connection with certain mergers, and may demand that the Delaware Court of Chancery determine the fair value of such stockholder’s shares. However, stockholders do not have appraisal rights if the shares of stock they hold, at the record date for determination of stockholders entitled to vote at the meeting of stockholders to act upon the merger or consolidation, or on the record date with respect to action by written consent, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares consideration other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash instead of fractional shares or (d) any combination of clauses (a)—(c).	Under the BCBCA, registered shareholders have the right to dissent from certain corporate acts, including certain amendments to the articles, the adoption or approval of an amalgamation agreement, the approval of an arrangement if the terms of the arrangement permit dissent, the continuance of the company into a jurisdiction other than British Columbia, a sale, lease or other disposition by the company of all or substantially all of its undertaking, any other resolution, if dissent is authorized by the resolution and any court order that permits dissent. Subject to fulfilling all of the requirements of the BCBCA (and court order, if applicable) in respect of the shareholder’s right to dissent, the company and the dissenting shareholder may agree on the amount of the payout value of the dissent shares and the company must then promptly purchase the dissenting shareholder’s shares at fair value, unless there are grounds for believing that the company is insolvent or the payment would render the company insolvent. A dissenting shareholder who has not entered into an agreement with the company (or the company itself) may apply to the court and the court may determine the payout value of the dissent shares.


	Delaware	British Columbia
Oppression Remedy	Although Delaware common law imposes fiduciary duties upon directors and officers, the DGCL does not contain an “oppression remedy” as under the BCBCA. However, Delaware courts have broad authority to impose equitable remedies for violations of a director’s fiduciary duties under Delaware common law.	The BCBCA contains an oppression remedy that enables the court to make any interim or final order it considers appropriate, if satisfied upon application by a shareholder (which in this context includes a beneficial shareholder or any other person whom the court considers to be an appropriate person) that (i) the affairs of the company are being or have been conducted, or that the powers of the directors are being or have been exercised, in a manner oppressive to one or more of the shareholders; or (ii) that some act of the company has been done or is threatened, or that some resolution of the shareholders or of the shareholders holding shares of a class or series of shares has been passed or is proposed, that is unfairly prejudicial to one or more of the shareholders, and that the application was brought by the shareholder in a timely manner.
Derivative Action	Under Delaware law, a stockholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. Generally, a person may institute and maintain such a suit only if such person was a stockholder at the time of the transaction that is the subject of the suit or his or her shares thereafter devolved upon him or her by operation of law. Delaware law requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the suit may be prosecuted by the derivative plaintiff, unless such demand would be futile. In addition, stockholders may, in certain circumstances, bring class actions to enforce rights belonging to stockholders, as distinguished from derivative actions brought on behalf of the corporation. The Certificate of Incorporation and Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the Delaware Court of Chancery or the state or federal courts located in the State of Florida will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or agent of the Company or the stockholders of the Company, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or the Bylaws or as to which the DGCL confers jurisdiction on the Delaware Court of Chancery, (iv) any action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the Bylaws of the Corporation, or (v) any action asserting a claim governed by the internal affairs doctrine. The foregoing exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. In addition, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act.	Under the BCBCA, a complainant (being a shareholder, a beneficial shareholder, a director of a company or any other person whom the court considers to be an appropriate person) may, with leave of the court, prosecute a civil, criminal, quasi-criminal, administrative or regulatory action or proceeding in the name and on behalf of the company to enforce a right, duty, or obligation owed to the company that could be enforced by the company itself; or to obtain damages for any breach of any such right, duty, or obligation, whether the right, duty, or obligation arises under the BCBCA or otherwise. A complainant may also, with leave of the court, defend, in the name and on behalf of a company, a legal proceeding brought against the company.


	Delaware	British Columbia
Business Combination	Section 203 of the DGCL generally prohibits a publicly-held Delaware corporation from engaging in a business combination with any interested stockholder (defined as a person or entity that becomes the beneficial owner of at least 15% of a Delaware corporation's outstanding voting stock) for a three-year period following the time that such stockholder becomes an interested stockholder, unless the board of directors approves the business combination or the transaction by which such stockholder becomes an interested stockholder, in either case, before the stockholder becomes an interested stockholder, the interested stockholder acquires 85% of the corporation’s outstanding voting stock in the transaction by which such stockholder becomes an interested stockholder, or the business combination is subsequently approved by the board of directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66 2/3 % of the corporation’s outstanding voting stock not owned by the interested stockholder. Section 203 permits a corporation to opt out of the prohibitions in the section if, among other things, its original certificate of incorporation contains a provision expressly electing not to be governed thereby. The Certificate of Incorporation includes such an opt-out provision.	The BCBCA does not contain an exact corresponding provision. Certain matters such as take-over bids, issuer bids, going-private transactions, business combinations and transactions with directors, officers, significant shareholders and other related parties to which the Company is a party may be subject to Canadian provincial securities legislation and administrative policies and rules of the Canadian securities administrators. Such legislation, administrative policies and rules may impose board and/or shareholder approval requirements on public companies separate and apart from the BCBCA.


	Delaware	British Columbia
Controlling Stockholder Transactions	The DGCL provides that, other than in the case of a going-private transaction, an act or transaction between a corporation and a controlling stockholder or a control group, or an act or transaction from which a controlling stockholder or a control group receives a financial or other benefit not shared with the corporation’s stockholders generally may not be the subject of equitable relief or give rise to an award of damages against a director, officer, controlling stockholder or member of a control group by reason of a breach of fiduciary duty by a director, officer, controlling stockholder or member of a control group if any of the following conditions are met: (i) the material facts as to such controlling stockholder transaction (including the controlling stockholder’s interest therein) are disclosed or are known to all members of a committee of the board of directors to which the board of directors has expressly delegated the authority to negotiate (or oversee the negotiation of) and to reject such controlling stockholder transaction, and such controlling stockholder transaction is approved (or recommended for approval) in good faith and without gross negligence by a majority of the disinterested directors then serving on the committee; or (ii) such controlling stockholder transaction is conditioned, by its terms, as in effect at the time it is submitted to stockholders for their approval or ratification, on the approval of or ratification by disinterested stockholders, and such controlling stockholder transaction is approved or ratified by an informed, uncoerced, affirmative vote of a majority of the votes cast by the disinterested stockholders; or (iii) such controlling stockholder transaction is fair as to the corporation and the corporation’s stockholders.	The BCBCA does not contain a corresponding provision.
Compulsory Acquisition Right	The DGCL does not contain a right of compulsory acquisition. However, the DGCL does permit a parent Delaware entity owning 90% of a subsidiary Delaware corporation to merge the subsidiary with and into the parent entity without a vote of the owners of either entity. Further, the DGCL permits a parent Delaware entity owning 90% of a subsidiary Delaware corporation to merge the parent entity with and into the subsidiary without a vote of the stockholders of the subsidiary Delaware corporation.	The BCBCA provides a right of compulsory acquisition for an offeror that acquires at least 90% of the target company’s shares or any class of shares pursuant to a take-over bid or issuer bid, other than securities held at the date of the bid by or on behalf of the offeror (i.e., an “acquiring person” under the BCBCA). Those shareholders who did not accept the offer may be compelled, on notice from the acquiring person, to sell their shares to the acquiring person at the same price and on the same terms offered, unless the court otherwise orders. If the acquiring person does not give that notice within one month after becoming entitled to do so, it must give notice to those shareholders that they may require the acquiring person to purchase their shares from them. A shareholder may apply to the court to set the price and terms of payment.


	Delaware	British Columbia
Authorized Capital	The total number of shares of all classes of stock that the Company is authorized to issue is: (A) 5,000,300,000 shares of common stock, $0.0001 par value per share, (“Common Stock”) divided into two classes as follows: (i) 5,000,000,000 shares of Class A subordinate voting Common Stock (“Delaware Subordinate Voting Shares”), (ii) 300,000 shares of Class B multiple voting Common Stock (“Delaware Multiple Voting Shares”); and (B) 1,000,000,000 authorized shares of preferred stock, par value $0.0001 per share (the “Delaware Preferred Stock”). The number of authorized shares of any of the Delaware Subordinate Voting Shares, Delaware Multiple Voting Shares or Delaware Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the stockholders of the Company entitled to vote thereon, and no vote of the holders of Delaware Subordinate Voting Shares, Delaware Multiple Voting Shares or Delaware Preferred Stock voting separately as a class will be required therefor (and any such right otherwise provided by certain provisions of the DGCL is specifically denied), unless a vote of any such holders is expressly required pursuant to the Certificate of Incorporation. The Board is expressly authorized to provide out of the unissued shares of Preferred Stock for one or more series and to fix the voting rights, designations, powers, preferences and other rights of each such series, as set forth in a certificate of designation filed pursuant to the DGCL (the “Preferred Stock Designation”). Unless otherwise provided by the Board in a Preferred Stock Designation, holders of Delaware Preferred Stock are not entitled to vote at meetings of stockholders, are not entitled to receive dividends, and are not entitled to receive any assets upon liquidation, dissolution or winding up of the Company.	The BC Notice of Articles provide that the authorized share structure of the Company consists of an unlimited number of Subordinate Voting Shares, an unlimited number of Multiple Voting Shares and an unlimited number of Super Voting Shares. No Super Voting Shares are currently outstanding, and the Company may not issue any additional Super Voting Shares.


	Delaware	British Columbia
Voting Rights	Each holder of record of Delaware Subordinate Voting Shares is entitled to one vote for each Delaware Subordinate Voting Share on all matters on which stockholders generally or holders of Delaware Subordinate Voting Shares as a separate class or series are entitled to vote (whether voting separately as a class or series, or together with any other classes or series of the Company’s capital stock). No holder of Delaware Subordinate Voting Shares has the right to cumulate votes. Each holder of record of Delaware Multiple Voting Shares is entitled to 100 votes for each Delaware Multiple Voting Share on all matters on which stockholders generally or holders of Delaware Multiple Voting Shares as a separate class or series are entitled to vote (whether voting separately as a class or series, or together with any other classes or series of the Company’s capital stock). No holder of Delaware Multiple Voting Shares has the right to cumulate votes. Except as otherwise required by the DGCL or the Certificate of Incorporation, the holders of record of Delaware Preferred Stock shall not be entitled to vote at meetings of the shareholders of the Company; provided that the holders of Delaware Preferred Stock shall be entitled to receive notice of (but not vote at) meetings of shareholders called for the purpose of authorizing the dissolution of the Company, merger, sale of its assets, or similar.	The holders of Subordinate Voting Shares are entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class or series of shares are entitled to vote. Each Subordinate Voting Share entitles the holder thereof to one vote at each such meeting. Holders of Multiple Voting Shares are entitled to receive notice of and to attend vote at all meetings of shareholders of the Company, except a meeting at which only the holders or another class or series of shares are entitled to vote. Each Multiple Voting Share entitles the holder to 100 votes at each such meeting.
Liquidation Rights	Under the Certificate of Incorporation, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or a merger, consolidation, conversion, transfer or sale of substantially all of the assets of the Company (a “Deemed Liquidation Event”), after payment or provision for payment of the debts and other liabilities of the Company, the holders of all outstanding Delaware Subordinate Voting Shares and Delaware Multiple Voting Shares shall be entitled to receive the remaining assets of the Company available for distribution or available proceeds from such Deemed Liquidation Event ratably in proportion to the number of shares held by each such stockholder (on an as-converted to Subordinate Voting Share basis). Unless otherwise provided by the Board in a Preferred Stock Designation for a particular series, the holders of record of Delaware Preferred Stock shall not be entitled to receive any amount, property or assets of the Company.	In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs: •the holders of Subordinate Voting Shares are, subject to the prior rights of the holders of any shares of the Company ranking in priority to the Subordinate Voting Shares, entitled to participate ratably along with all other holders of Subordinate Voting Shares and Multiple Voting Shares (on an as-converted to Subordinate Voting Share basis); and •the holders of Multiple Voting Shares will, subject to the prior rights of the holders of any shares of the Company ranking in priority to the Multiple Voting Shares, be entitled to participate ratably along with all other holders of Multiple Voting Shares (on an as-converted to Subordinate Voting Shares basis) and Subordinate Voting Shares.


	Delaware	British Columbia
Conversion of Shares	The Certificate of Incorporation will provide for similar conversion rights as those applicable to the Subordinate Voting Shares and the Multiple Voting Shares in respect of the Delaware Subordinate Voting Shares and Delaware Multiple Voting Shares. For greater certainty, the Delaware Multiple Voting Shares will be convertible into Delaware Subordinate Voting Shares on the basis of one hundred Delaware Subordinate Voting Shares for each one Delaware Multiple Voting Share at any time at the option of the holder. Unlike the BC Articles, the Certificate of Incorporation does not include a mandatory conversion right permitting the Company to require holders of Delaware Multiple Voting Shares to convert such shares into Delaware Subordinate Voting Shares.	The Multiple Voting Shares are convertible into Subordinate Voting Shares on the basis of one hundred Subordinate Voting Shares for each one Multiple Voting Share at any time at the option of the holder. The Company may require each holder of Multiple Voting Shares to convert all if at any time the following conditions are satisfied: (i) the Subordinate Voting Shares issuable upon conversion are registered for resale under the U.S. Securities Act, (ii) the Company is subject to reporting requirements of the U.S. Exchange Act, and (iii) the Subordinate Voting Shares are listed or quoted on a recognized stock exchange in North America.
Preemptive and Subscription Rights	Delaware Subordinate Voting Shares do not have pre-emptive or subscription rights, and there are no redemption rights in favour of the stockholders or sinking-fund provisions applicable to them.	The holders of Subordinate Voting Shares are not entitled to a right of first refusal to subscribe for, purchase or receive any part of any issue of Subordinate Voting Shares, or bonds, debentures or other securities of the Company now or in the future. The holders of Multiple Voting Shares are not entitled to a right of first refusal to subscribe for, purchase or receive any part of any issue of Multiple Voting Shares, or bonds, debentures or other securities of the Company now or in the future.
Redemption	The Certificate of Incorporation provides that, at the option of the Board, shares of Common Stock (including both Delaware Subordinate Voting Shares and Delaware Multiple Voting Shares) owned by an Unsuitable Person may be redeemed by the Company (a “Redemption”) for the Fair Market Value of such shares. On and after the delivery of written notice sent by the Company to the holder of shares called for Redemption, the Unsuitable Person ceases to have voting rights with respect to the shares called for Redemption. An “Unsuitable Person” means (i) any person with ownership of 5% or more of all outstanding shares of Common Stock on an as-converted basis who a Governmental Authority granting any license to the Company has determined to be unsuitable to own shares of Common Stock, or (ii) any person whose ownership of shares of Common Stock may result in the loss, suspension or revocation of any cannabis license held by the Company or in the Company being unable to obtain any new license, as determined by the Board in its sole discretion after consultation with legal counsel.	The BC Articles provide that the Company may, if authorized by the directors, purchase, redeem or otherwise acquire any of the Company’s shares at such price and on such terms as the directors may determine, subject to the BCBCA.
Directors	Under the Certificate of Incorporation, the number of directors shall be determined as set forth in the Bylaws. Pursuant to the Bylaws, the number of directors shall consist of at least three individuals, with the total number of directors fixed from time to time exclusively by the Board.	Under the BC Articles, the number of directors is set at the greater of three and the number of directors most recently set by ordinary resolution.


	Delaware	British Columbia
Meetings of Directors	Regular meetings of the Board may be held without notice. If the Board designates the time and place of a regular meeting by resolution, no further notice of such meeting shall be required. Special meetings of the Board may be called only by the Chair of the Board, or if there is no Chair, by the Chief Executive Officer, the President, or the Secretary, or upon the request of a majority of the Board. Regular or special meetings may be held at any place designated by the Board or, in the absence of such designation, as specified in the notice of the meeting. Except as otherwise provided in the Bylaws, notice of any meeting shall be delivered to each director at least 24 hours prior to the meeting.	The BC Articles state that the directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.
Quorum for Director’s Meetings	The Bylaws provide that a majority of the directors in office is necessary to constitute a quorum for the transaction of business.	Under the BC Articles, the quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at two directors.
Protective Provisions	The Certificate of Incorporation provides that the Company shall not amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws in a manner that adversely affects the special rights, powers or preferences of the Delaware Subordinate Voting Shares or Delaware Multiple Voting Shares, as applicable, without the affirmative vote of at least 66 2/3% of the outstanding shares of the affected class, voting as a separate class. In addition, the Company may not create any class or series of Common Stock senior to or on parity with the Delaware Multiple Voting Shares without the affirmative vote of the holders of at least 66 2/3% of the outstanding Delaware Multiple Voting Shares, voting as a separate class.	The BC Articles provide that the Company will not, without the consent of the holders of the Subordinate Voting Shares by separate special resolution, prejudice or interfere with any right or special right attached to the Subordinate Voting Shares. Similarly, the Company will not, without the consent of the Multiple Voting Shares and Super Voting Shares by separate special resolution, prejudice or interfere with any right or special right attached to the Multiple Voting Shares. Consent of the holders of a majority of the outstanding Multiple Voting Shares and Super Voting Shares is also required for any action that authorizes or creates shares of any class having preferences superior to or on parity with the Multiple Voting Shares.


	Delaware	British Columbia
Advance Notice Provisions	The Bylaws include an advance notice provision requiring that stockholders who wish to nominate directors or propose other business at an annual meeting of stockholders must provide timely notice in proper written form to the Secretary of the Company at the Company’s principal executive offices. To be timely, notice must generally be delivered not earlier than the 120th day and not later than the 90th day prior to the first anniversary of the previous year’s annual meeting. If the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, or if no meeting was held the prior year, the notice must be received no later than the (i) 120th day, and not later than the 90th day, prior to such annual meeting or (ii) 10th day following the public announcement of the meeting date. For special meetings called for the purpose of electing directors, notice of nominations must generally be received not earlier than the 120th day and not later than the 90th day prior to the meeting or the 10th day following public announcement of the meeting date. Stockholder notices must comply with the informational and procedural requirements set forth in the Bylaws, including detailed disclosures about the nominating or proposing stockholder, any beneficial owners or control persons, and any related agreements or arrangements.	The BC Articles contain an advance notice provision, governing the nomination process for Board candidates. The advance notice provision imposes a deadline for shareholders to submit nominations prior to any annual or special shareholder meeting. In the case of an annual general meeting of shareholders, notice to the Company’s Secretary must be made not less than 33 nor more than 65 days prior to the date of the annual general meeting of shareholders; provided, however, that in the event that the annual general meeting of shareholders is called for at a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice by the nominating shareholder must be given not later than the close of business on the tenth (10th) day following the notice date. In the case of a special meeting (which is not also an annual general meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Secretary must be made not later than the close of business on the fifteenth (15th) day following the date on which the first public announcement of the date of the special meeting of shareholders was made.
Dividends and Distributions	The Certificate of Incorporation provides that the Company may make distributions to its holders of records of Delaware Subordinate Voting Shares and of Delaware Multiple Voting Shares ratably out of funds legally available for this purpose as determined by the Board. No dividend shall be declared, paid or set aside on the Delaware Subordinate Voting Shares unless each holder of Delaware Multiple Voting Shares simultaneously receives a dividend on each Delaware Multiple Voting Share on an as-converted to Delaware Subordinate Voting Share basis, and vice versa. Unless otherwise provided by the Board in a Preferred Stock Designation for a particular series, holders of Delaware Preferred Stock are not entitled to receive dividends or other distributions from the Company.	The BC Articles contain provisions with respect to dividend payments and entitlement thereto, including manner of payment and settlement of difficulties in regard to the distribution of dividends. Subordinate Voting Shares are entitled to receive as and when declared by the directors of the Company, dividends in cash or property of the Company. No dividend may be declared or paid on the Subordinate Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Multiple Voting Shares. The holders of the Multiple Voting Shares are entitled to receive such dividends, out of any cash or other assets legally available therefor, pari passu (on an as converted basis) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No dividend may be declared or paid on the Multiple Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted basis) on the Subordinate Voting Shares.


No. S-[x] Vancouver Registry IN THE MATTER OF SECTIONS 288-299 OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, c. 57, AS AMENDED AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING TRULIEVE CANNABIS CORP. AND THE SHAREHOLDERS OF TRULIEVE CANNABIS CORP. TRULIEVE CANNABIS CORP. PETITIONER NOTICE OF HEARING OF PETITION FOR FINAL ORDER DLA Piper (Canada) LLP Barristers & Solicitors Suite 2700 1133 Melville Street Vancouver, BC V6E 4E5 Tel. No. 604.687.9444 Fax No. 604.605.3764


The ADDRESS FOR SERVICE of the petitioner is:			Derek J. Bell DLA Piper (Canada) LLP Barristers & Solicitors Suite 2700 1133 Melville Street Vancouver, British Columbia V6E 4E5
Fax number address for service (if any):			604.687.1612
E-mail address for service (if any):			derek.bell@dlapiper.com
The name and office address of petitioner’s lawyer is:			Derek J. Bell DLA Piper (Canada) LLP Barristers & Solicitors Suite 2700 1133 Melville Street Vancouver, British Columbia V6E 4E5


June [], 2026 Dated			Signature of ☒ lawyer for petitioner DLA Piper (Canada) LLP (Derek Bell)


To be completed by the court only:
Order made
☐			in the terms requested in paragraphs ________________ of Part 1 of this petition
☐			with the following variations and additional terms:




Date: Signature of ☐ Judge ☐ Master


No. Vancouver Registry IN THE SUPREME COURT OF BRITISH COLUMBIA IN THE MATTER OF SECTIONS 288-299 OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, c. 57, AS AMENDED AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING TRULIEVE CANNABIS CORP. AND THE SHAREHOLDERS OF TRULIEVE CANNABIS CORP. TRULIEVE CANNABIS CORP. PETITIONER PETITION TO THE COURT DLA Piper (Canada) LLP Barristers & Solicitors Suite 2700 1133 Melville Street Vancouver, BC V6E 4E5 Tel. No. 604.643.6338 Fax No. 604.605.3764