Exhibit 99.2

 

FORM 9

 

NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

 

(or securities convertible or exchangeable into listed securities1)

 

Name of Listed Issuer:Symbol(s):
Curaleaf Holdings, Inc. (the “Issuer”).CURA

 

Date:    November 9, 2021Is this an updating or amending Notice:      ¨ Yes     x No

 

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

 

Issued and Outstanding Securities of Issuer Prior to Issuance: 613,437,078.

 

Pricing

 

Date of news release announcing proposed issuance: November 8, 2021 or

 

Date of confidential request for price protection: Not applicable

 

Closing Market Price on Day Preceding the news release: CAD $12.50 or

 

Day preceding request for price protection: Not applicable

 

Closing

 

Number of securities to be issued: Refer to section 2 below

 

Issued and outstanding securities following issuance: Refer to section 2 below

 

Instructions:

 

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

 

2.Complete Table 1A – Summary for all purchasers, excluding those identified in Item 8.

 

3.Complete Table 1B – Related Persons only for Related Persons

 

4.If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form.

 

5.An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 – Notice of Proposed Transaction

 

6.Post the completed Form 9 to the CSE website in accordance with Policy 6 – Distributions. In addition, the completed form must be delivered to listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees.

 

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES 

September 2018 

Page 1

 

 

Part 1.         Private Placement – Not applicable

 

Table 1A – Summary

 

Each jurisdiction in which purchasers resideNumber of PurchasersPrice per SecurityTotal dollar value (CDN$) raised in the jurisdiction
    
    
Total number of purchasers:   
Total dollar value of distribution in all jurisdictions: 

 

Table 1B – Related Persons – Not applicable

 

Full Name &Municipality of Residence of Placee

 Number of Securities Purchased or to be Purchased

Purchase price per Security (CDN$)

Conversion

Price (if

Applicable)

(CDN$)

Prospectus Exemption

TotalSecuritiesPreviously Owned, Controlled or Directed

Payment Date(1)

 Describe relations-hip to Issuer (2)

        

 

       
        

 

1An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.

 

1.Total amount of funds to be raised: .

 

2.Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material.

 

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES 

September 2018 

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3.Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer:                                                                                          
  .

 

4.If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities.

 

5.Description of securities to be issued:

 

(a)Class   .

 

 (b)Number   .

 

 (c)Price per security   .

 

 (d)Voting rights  

 

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

 

 (a)Number   .

 

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

  

 (c)Exercise price  .

 

 (d)Expiry date .

 

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

 

 (a)Aggregate principal amount .

 

 (b)Maturity date .

 

 (c)Interest rate .

 

 (d)Conversion terms .

 

 (e)Default provisions .

 

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES 

September 2018 

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8.Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):

 

(a)Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer):                                                      .

  

(b)Cash   .

 

(c)Securities .

 

(d)Other .

 

(e)Expiry date of any options, warrants etc. .

 

(f)Exercise price of any options, warrants etc. .

 

9.State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship                                                                                                          
   .

 

10.Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.).
   .

 

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

 

12.Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders.                                                                                                                                                                                   
   
   .

  

13.Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities.

 

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES 

September 2018 

Page 4

 

 

 

Part 2.Acquisition

 

1.Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: The Issuer has entered into a definitive agreement to acquire the entities described below and collectively referred to in this document as “Tryke” (dba as Reef Dispensaries), a privately held vertically integrated, multi-state cannabis operator, in a cash and stock transaction valued at approximately USD $286 million, based on the closing price of the Issuer’s Subordinate Voting Shares on the OTC market as of November 5, 2021. The transaction is expected to close in the first half of 2022, subject to customary approvals and conditions. Founded in Arizona in 2014, Tryke has focused on growing and producing the finest and most consistent cannabis products on the market. The company helped to pioneer Nevada’s legal cannabis market from its inception in 2015, and also continues to lead the industry in Utah where it has worked since 2019 to help establish the state’s medical cannabis program. Tryke has refined processes to craft an ever-evolving selection of products and brands at multiple price points. The company’s dispensaries have served more than 6.5 million customers, offering a wide variety of in-house and third-party flower, concentrates, vape cartridges, edibles, topicals and CBD products. Upon closing, the Issuer will assume ownership of Tryke's extensive portfolio of processing licenses and expects to significantly expand its cultivation capacity from 30,000 square feet to over 80,000 square feet over the next three years.

 

Compelling Strategic and Financial Benefits

 

·Enhances Curaleaf’s operations in Arizona, Nevada and Utah: Tryke currently 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. The company’s products are sold in over 50 additional locations across its footprint.

 

·Enriches Curaleaf’s product offerings: 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 Curaleaf’s, and together Curaleaf expects to offer consumers and retailers in Arizona, Nevada and Utah an even broader selection of premium cannabis products.

 

·Improves Curaleaf’s margins and free cash flow generation: Tryke has a strong financial profile, with a history of delivering significant revenue growth and compelling EBITDA margins in excess of 35%. Tryke is expected to record nearly U.S. $110 million in full year 2021 revenue. Curaleaf expects the acquisition will be immediately accretive to the Company’s EBITDA margins and free cash flow generation.

 

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES 

September 2018 

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The closing of the transaction is expected to occur in the first half of 2022 subject to customary closing conditions, including the receipt of approval from the applicable state regulators, including the Nevada Cannabis Compliance Board.

 

2.Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material: On November 8, 2021, the Issuer and Curaleaf, Inc. a wholly-owned subsidiary of the Issuer (the “Buyer”), entered into a Membership Interest Purchase Agreement with Seacoast Investments Fund I, LLC (the “Seller”) and certain affiliates of the Seller (the “Purchase Agreement”) whereby the Buyer agreed to purchase all of the outstanding membership interests of (i) Tryke Companies, LLC, an Arizona limited liability company, (ii) Tryke Companies SO NV, LLC, a Nevada limited liability company, (iii) Tryke Companies Reno, LLC, a Nevada limited liability company, and (iv) Tryke Companies Utah, LLC, a Utah limited liability company (collectively, the “Companies”), in exchange for Subordinate Voting Shares of the Issuer and cash, as more fully described below.

 

The total consideration payable under the Purchase Agreement is composed of:

 

·USD $40 million payable at closing of the transactions contemplated by the Purchase Agreement (“Closing”);

 

·USD $25 million and 5,666,667 Subordinate Voting Shares payable on the first anniversary of Closing;

 

·USD $25 million and 5,666,667 Subordinate Voting Shares payable on the second anniversary of Closing;

 

·USD $25 million and 5,666,667 Subordinate Voting Shares payable on the third anniversary of Closing; and

 

·following the conclusion of the 12-month period beginning January 1, 2022 and ending December 31, 2022 (the “Earn-out Period”), an amount of Subordinate Voting Shares of the Issuer determined in accordance with and subject to the terms and conditions of the Purchase Agreement, with the number of Subordinate Voting Shares to be issued being based on adjusted earnings before interest, taxes, depreciation and amortization for calendar year 2022 of the Companies, but in no event will exceed 1,000,000 Subordinate Voting Shares in the aggregate;

 

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES 

September 2018 

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the whole subject to customary pre-closing and post-closing adjustments for cash, debt, transaction expenses, change of control payments and unit appreciation rights.

 

In addition, the Issuer will holdback and reserve for issuance 2,367,000 Subordinate Voting Shares (“Holdback Parent Shares”) for purposes of securing certain indemnification claims by the Seller pursuant to the Purchase Agreement.

 

On the third business day following the fifteen month anniversary of the Closing (the “Holdback Release Date”), the Issuer will issue any then remaining Holdback Parent Shares to the Seller, minus any reserve(s) for pending or outstanding claims. The number of Holdback Parent Shares not issued pursuant to such reserve(s) will be determined by dividing the amount of the pending or outstanding claim by USD $13.85 per Holdback Parent Share, rounded down to the nearest whole Holdback Parent Share.

 

3.Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments:

 

(a)Total aggregate consideration in Canadian dollars: Approximately CAD $356 million, equivalent to USD $286 million using the Bank of Canada’s exchange rate of USD $1.00 for CDN $1.2452 as of November 5, 2021.

 

(b)Cash: USD $115 million.

 

(c)Securities (including options, warrants etc.) and dollar value: 17,000,001 Subordinate Voting Shares payable on or before the third anniversary of Closing, valued at USD $10.06, and having an aggregate dollar value of approximately USD $171 million$.

 

(d)Other:

 

·2,367,000 Subordinate Voting Shares for purposes of securing certain indemnification claims by the Seller pursuant to the Purchase Agreement; and

 

·an amount of Subordinate Voting Shares determined in accordance with and subject to the terms and conditions of the Purchase Agreement, with the number of Subordinate Voting Shares to be issued being based on adjusted earnings before interest, taxes, depreciation and amortization for calendar year 2022 of the Companies, but in no event will exceed 1,000,000 Subordinate Voting Shares in the aggregate.

 

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES 

September 2018 

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(e)Expiry date of options, warrants, etc. if any: Not applicable.

 

(f)Exercise price of options, warrants, etc. if any: Not applicable.

 

(g)Work commitments: Not applicable.

 

4.State how the purchase or sale price was determined (e.g. arm’s-length negotiation, independent committee of the Board, third party valuation etc).

 

Arm’s length negotiation.

 

5.Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: Not applicable.

 

6.The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows:

 

 

Name of
Party (If not
an
individual,
name all
insiders of
the Party)

 

Number
and Type
of
Securities
to be
Issued

 

Dollar
value per
Security
(CDN$)

 

Conversion
price (if
applicable)

 

Prospectus
Exemption

 

Total
Securities,
Previously
Owned,
Controlled or
Directed by
Party

 

Describe
relationship

to Issuer(1)

Seacoast Investments Fund I, LLCUp to  20,367,001 Subordinate Voting Shares, as determined in accordance with the Purchase Agreement (and described above)USD $13.85, equivalent to CDN $ 17.25 using the Bank of Canada’s exchange rate of USD $1.00 for CDN $1.2452 as of November 5, 2021Not applicableNot applicable (per Section 3 of BC Instrument 72-503)NilArm’s length party

 

(1)Indicate if Related Person

 

7.Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired: Customary legal due diligence, including customary litigation searches, as well as customary representations and warranties and disclosures included in the Purchase Agreement.

 

8.Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.):

 

(a)Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): Canaccord Genuity Corp.

 

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES 

September 2018 

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(b)Cash: Not applicable.

 

(c)Securities: an amount of Subordinate Voting Shares of the Issuer to be determined based on the post-closing adjustments to the purchase price pursuant to the provisions of the Purchase Agreement, not to exceed five million six hundred sixty-six thousand six hundred sixty-seven (5,666,667) Subordinate Voting Shares (the “Canaccord Parent Shares”), which Canaccord Parent Shares will be subject to a hold period of four months and one day pursuant to applicable Canadian securities laws.

 

(d)Other: Not applicable.

 

(e)Expiry date of any options, warrants etc.: Not applicable.

 

(f)Exercise price of any options, warrants etc.: Not applicable.

 

9.State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. Canaccord Genuity Corp. has provided brokerage services to the Issuer in the past, but is not a Related Person of the Issuer and is otherwise at arm’s length with the Issuer.

 

10.If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. Not applicable.

 

This document contains forward–looking statements and forward–looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or, "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this document contains forward–looking statements and information concerning the completion of the acquisition of Tryke Companies (“Tryke”) and its impacts on the combined business of Curaleaf and Tryke, Tryke’s expected full year 2021 revenue, and the accretive nature of the acquisition of Tryke to Curaleaf’s EBITDA margins and free cash flow. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this document. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of document and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, amongst other risk factors, the ability of Curaleaf to successfully complete the acquisition of Tryke and successfully integrate the business of Tryke and their respective corporate cultures; the potential delays or failures to receive required regulatory approvals; and the risks that actual financial results of Tryke will not meet expectations. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed April 28, 2021, which is available under the Company's SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this document and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward looking statements contained in this document.

 

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES 

September 2018 

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Certificate of Compliance

 

The undersigned hereby certifies that:

 

1.The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.

 

2.As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed.

 

3.the Issuer has obtained the express written consent of each applicable individual to:

 

(a)the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this filing; and

 

(b)the collection, use and disclosure of their information by the Exchange in the manner and for the purposes described in Appendix A or as otherwise identified by the Exchange, from time to time

 

4.The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1).

 

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES 

September 2018 

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5.All of the information in this Form 9 Notice of Issuance of Securities is true.

 

[signature page follows]

 

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES 

September 2018 

Page 2

 

 

Dated November 9, 2021.

 

 Peter Clateman
 Name of Director or Senior Officer
  
 (Signed) Peter Clateman
 Signature
  
 Chief Legal Officer
 Official Capacity

 

Appendix A

 

PERSONAL INFORMATION COLLECTION POLICY REGARDING FORM 9

 

The Canadian Securities Exchange and its subsidiaries, affiliates, regulators and agents (collectively, “CSE or the “Exchange”) collect and use the information (which may include personal or other information) which has been provided in Form 9 for the following purposes:

 

To determine whether an individual is suitable to be associated with a Listed Issuer;

 

To determine whether an issuer is suitable for listing;

 

To determine whether allowing an issuer to be listed or allowing an individual to be associated with a Listed Issuer could give rise to investor protection concerns or could bring the Exchange into disrepute;

 

To conduct enforcement proceedings;

 

To ensure compliance with Exchange Requirements and applicable securities legislation; and

 

To fulfil the Exchange’s obligation to regulate its marketplace.

 

The CSE also collects information, including personal information, from other sources, including but not limited to securities regulatory authorities, law enforcement and self-regulatory authorities, regulation service providers and their subsidiaries, affiliates, regulators and agents. The Exchange may disclose personal information to these entities or otherwise as provided by law and they may use it for their own investigations.

 

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES 

September 2018 

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The Exchange may use third parties to process information or provide other administrative services. Any third party will be obliged to adhere to the security and confidentiality provisions set out in this policy.

 

All personal information provided to or collected by or on behalf of The Exchange and that is retained by The Exchange is kept in a secure environment. Only those employees who need to know the information for the purposes listed above are permitted access to the information or any summary thereof. Employees are instructed to keep the information confidential at all times.

 

Information about you that is retained by the Exchange and that you have identified as inaccurate or obsolete will be corrected or removed.

 

If you wish to consult your file or have any questions about this policy or our practices, please write the Chief Privacy Officer, Canadian Securities Exchange, 220 Bay Street – 9th Floor, Toronto, ON, M5J 2W4.

 

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES 

September 2018 

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