Jan 11, 2023

01/11/2023 | 03:48pm EST Message : (or securities convertible or exchangeable into listed securities1) Name of Listed Issuer: CURA If yes provide date(s) of prior Notices: January 28, 2019. Pricing Date of confidential request for price protection: N/A Closing Market Price on Day Preceding the news release: CAD 7.49 or Day preceding request for price protection: N/A Closing Issued and outstanding securities following issuance: 623,732,609 Subordinate Voting Shares. Instructions: 1. For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form. 2. 3. 4. If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form. 5. An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 - Notice of Proposed Transaction 6. Post the completed Form 9 to the CSE website in accordance with Policy 6 - Distributions. In addition, the completed form must be delivered to listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees. FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES Table 1B - Related Persons Directed 1An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10. 1. . 2. Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material. _____________________ . FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES 3. . 4. If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities. 5. (a) (a) . (a) 8. Provide the following information for any agent's fee, commission, bonus or finder's fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc. ): FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES (a) Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer):_____ . (b) . . 9. State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship . . . 12. Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders. . 13. Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities. FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES 1. Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: On December 10, 2018, Curaleaf, Inc. ("Curaleaf"), a wholly-owned subsidiary of the Issuer, as lender, entered into a loan agreement (the "HMS Loan Agreement") with, inter alios, HMS Trust A, dated February 28, 2017 ("Trust A") and HMS Trust B, dated February 28, 2017 ("Trust B" and together with Trust A, the "Trusts"), as borrowers, pursuant to which Curaleaf had agreed to extend a loan in the amount of USD 29,000,000 to the Trusts. Under the HMS Loan Agreement, the Trusts had agreed to sell to Curaleaf 5% of the membership interests of HMS Processing LLC (the "HMS Processing 5% Interests"), in consideration of which Curaleaf would cause the Issuer to issue to the Trusts a certain amount of subordinate voting shares in the capital of the Issuer (the "Subordinate Voting Shares") having an aggregate value equal to USD 2,000,000 (subject to certain purchase price adjustments provided for in the HMS Loan Agreement) divided by the thirty (30)-day volume weighted average price (VWAP) as of the date of issuance of such Subordinate Voting Shares (the "Share Consideration"). On September 28, 2022 (the "Effective Date"), the HMS Loan Agreement was amended pursuant to an Amendment to Loan Agreement of even date among, inter alios, Curaleaf and the Trusts, whereby the parties agreed to amend the Share Consideration, in order to provide that Curaleaf would cause the Issuer to issue an aggregate of 355,584 Subordinate Voting Shares to the Trusts on January 5, 2023, in consideration for the HMS Processing 5% Interests. On the Effective Date, and as a condition of each Trust's receipt of its portion of the Share Consideration, the Issuer also entered into two distinct subscription agreements with Curaleaf and each of the Trusts, whereby the Issuer agreed to issue the Share Consideration, as amended, to the Trusts, in consideration for the transfer of the HMS Processing 5% Interests to Curaleaf as of the Effective Date. 2. Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material: Please refer to Item 1 above. 3. Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments: FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES · To fulfil the Exchange's obligation to regulate its marketplace. The CSE also collects information, including personal information, from other sources, including but not limited to securities regulatory authorities, law enforcement and self-regulatory authorities, regulation service providers and their subsidiaries, affiliates, regulators and agents. The Exchange may disclose personal information to these entities or otherwise as provided by law and they may use it for their own investigations. The Exchange may use third parties to process information or provide other administrative services. Any third party will be obliged to adhere to the security and confidentiality provisions set out in this policy. All personal information provided to or collected by or on behalf of The Exchange and that is retained by The Exchange is kept in a secure environment. Only those employees who need to know the information for the purposes listed above are permitted access to the information or any summary thereof. Employees are instructed to keep the information confidential at all times. Information about you that is retained by the Exchange and that you have identified as inaccurate or obsolete will be corrected or removed. If you wish to consult your file or have any questions about this policy or our practices, please write the Chief Privacy Officer, Canadian Securities Exchange, 220 Bay Street - 9th Floor, Toronto, ON, M5J 2W4. FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES