Curaleaf : NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES - Form 6-K

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: March 29, 2022 Is this an updating or amending Notice: þ Yes ¨No

If yes provide date(s) of prior Notices: June 1, 2021 and October 4, 2021.

Issued and Outstanding Securities of Issuer Prior to Issuance: 615,525,637

Pricing

Date of news release announcing proposed issuance: May 17, 2021 and October 4, 2021 or Date of confidential request for price protection:

Closing Market Price on Day Preceding the news release: CAD$15.20 or

Day preceding request for price protection:

Closing

Number of securities to be issued: 331,900

Issued and outstanding securities following issuance: 615,857,537

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 [e-mail] with an appendix that includes the information in Table 1B for ALL placees.

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

October 2019

Page 1

Part 1.

Private Placement

Table 1A - Summary

Each jurisdiction in which purchasers reside	Number of Purchasers	Price per Security	Total dollar value (CDN$) raised in the jurisdiction
Total number of purchasers:
Total dollar value of distribution in all jurisdictions:

Table 1B - Related Persons

Full Name &Municipali ty of Residence of Placee	Number of Securities Purchased or to be Purchased	Purchase price per Security (CDN$)	Conversion Price (if Applicable) (CDN$)	Prospectus Exemption	TotalSecurities Previously 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

October 2019

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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
October 2019
Page 3

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

October 2019

Page 3

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:

On October 1, 2021, the Issuer completed the acquisition of Los Sueños Farms and its related entities ("Los Sueños"), the largest outdoor grow in Colorado. Following the successful completion of the Los Sueños acquisition, the Issuer gained three Pueblo, Colorado outdoor cannabis grow facilities covering 66 acres of cultivation capacity including land, equipment, and licensed operating entities; an 1,800 plant indoor grow; and two retail cannabis dispensary locations serving adult use customers. The Issuer acquired Los Sueños, the Issuer's first outdoor grow, in order to increase cultivation capacity to accelerate the Issuer's growth in and share of the Colorado market and in order to leverage Los Sueños' outdoor cultivation expertise. Following pre-closing adjustments, the aggregate consideration paid by the Issuer to acquire Los Sueños was comprised of (i) approximately USD $20.6 million payable in cash, (ii) the cash payoff of two notes in the aggregate amount of USD $9.4 million and (iii) the issuance of 2,539,474 subordinate voting shares of the Issuer ("Subordinate Voting Shares") to the former owners of Los Sueños having a fair value, based on a third-party valuation taking into account transfer restrictions and the time value of money, of approximately USD $23.4 million. The portion of the base consideration paid through the issuance of Subordinate Voting Shares was subject to a regulatory "hold period" and is subject to a lockup agreement with each recipient restricting trading of the Subordinate Voting Shares received, with an initial release of 20% of the Subordinate Voting Shares from such restrictions upon closing, and subsequent releases of 5% of the Subordinate Voting Shares from such restrictions at the end of each calendar quarter following closing.

Under the purchase agreements for the acquisition of Los Sueños, additional consideration may become payable by the Issuer based upon the successful achievement of certain performance milestones including achieving cash flow targets in 2022 and/or obtaining enhanced tier licenses. The Issuer has now determined that this additional consideration is payable and will be issuing 331,900 to one of the sellers in connection with receipt of a Tier 5 (in place of Tier 3) cannabis cultivation license in Pueblo, Colorado.

The total consideration for the Los Sueños transaction has been revised. See paragraph 3 below for additional details.

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
October 2019
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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:

The acquisition of Los Sueños was completed pursuant to six separate definitive agreements, being five membership units purchase agreements and one asset purchase agreement, each dated May 16, 2021:

·

Membership Interest Purchase Agreement pertaining to the sale of 100% of the outstanding membership interests in Los Sueños Farms, LLC, entered into between Los Sueños Farms, LLC, Focused Investment Partners, LLC (a subsidiary of the Issuer, as purchaser), KPMR Farms LLC and Future Dreams III LLC (as sellers), Robert DeGabrielle and James Morley (as owners of the sellers), and Curaleaf, Inc.

·

Membership Interest Purchase Agreement pertaining to the sale of 100% of the outstanding membership interests in Farm Boy, LLC and Baseball 18 LLC entered into between Farm Boy, LLC and Baseball 18 LLC, Cura CO, LLC (a subsidiary of the Issuer, as purchaser), Robert DeGabrielle (as seller), Curaleaf, Inc. and the Issuer.

·

Membership Interest Purchase Agreement pertaining to the sale of 100% of the outstanding membership interests in Los Sueños, LLC and Emerald Fields Grow LLC entered into between Los Sueños, LLC and Emerald Fields Grow LLC, Cura CO, LLC (a subsidiary of the Issuer, as purchaser), James Morley (as seller), Curaleaf, Inc. and the Issuer.

·

Membership Interest Purchase Agreement pertaining to the sale of 100% of the outstanding membership interests in High Colorado Farms LLC and GG Real Estate, LLC entered into between High Colorado Farms LLC and GG Real Estate, LLC, Cura CO, LLC (a subsidiary of the Issuer, as purchaser), Focused Investment Partners, LLC (a subsidiary of the Issuer, as purchaser), Robert DeGabrielle (as seller), Curaleaf, Inc. and the Issuer.

·	Asset Purchase Agreement for the sale of all or substantially all of the assets of Future Dreams II LLC between Future Dreams II LLC (as seller), Focused Investment Partners, LLC (a subsidiary of the Issuer, as purchaser), Curaleaf, Inc. and the Issuer.

·

Membership Interest Purchase Agreement pertaining to the sale of 100% of the outstanding membership interests in Colorado Cannabis Associates, LLC entered into between Colorado Cannabis Associates, LLC, Cura CO, LLC (a subsidiary of the Issuer, as purchaser), Robert DeGabrielle (as seller), and Curaleaf, Inc.

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
October 2019
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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 US$53.4 million (equivalent to approximately CAD$67.25 million at an exchange rate of CAD$1.2593 for US$1.00).

(b)	Cash: Approximately US$20.6 million (equivalent to approximately CAD$25.94 million at an exchange rate of CAD$1.2593 for US$1.00).

(c)	Securities (including options, warrants etc.) and dollar value:

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
October 2019
Page 7

In connection with the closing of the acquisition of Los Sueños, the Issuer initially issued 2,539,474 Subordinate Voting Shares representing an aggregate dollar value of approximately US$23.4 million (equivalent to approximately CAD$37.11 million at an exchange rate of CAD$1. 2593 for US$1.00.

The Issuer will also be issuing 331,900 Subordinate Voting Shares as consideration based upon operating cash flow-based targets for 2022 (representing $CAD2,797,917 based on the closing price of the Subordinate Voting Shares on the Canadian Securities Exchange on March 21, 2022).

(d)

Other: A portion of the purchase price is represented by sellers' debt that the Issuer is assuming, maturing in five years (approximately US$9,660,699, equivalent to CAD$12,220,784 at an exchange rate of CAD$1.265 for US$1.00). Additionally, contingent consideration of up to US$4 million will be paid in Subordinate Voting Shares based upon operating cash flow-based targets for 2022, which shares will be issued based upon the volume weighted average price of the Subordinate Voting Shares for the 10 trading days preceding the issuance of the audited financial statements of Los Sueños for the year ended December 31, 2022.

(e)	Expiry date of options, warrants, etc. if any: N/A.

(f)	Exercise price of options, warrants, etc. if any: N/A.

(g)	Work commitments: N/A.

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 negotiations.

5.	Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer:

Not Applicable.

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
October 2019
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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 (USD$)	Conversion price (if applicable)	Prospectus Exemption	Total Securities, Previously Owned, Controlled or Directed by Party1	Describe relationship to Issuer (1)
Robert DeGabrielle	331,900 Subordinate Voting Shares	US$12.01	N/A	Section 3 of BC Instrument 72-503	1,058,346 Subordinate Voting Shares	N/A

(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 .

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.):

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
October 2019
Page 9

(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): N/A.

(b)

Cash N/A.

(c)	Securities N/A.

(d)	Other N/A.

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

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

9.	State whether the sales agent, broker 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. N/A.

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. N/A.

FORWARD LOOKING STATEMENTS

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. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the Issuer with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this 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. Such risks and other factors may include, but are not limited to: general business, economic, political and social uncertainties; general capital market conditions and market prices for securities; the risk that Issuer may not be able to successfully integrate the business of Los Sueños and their respective corporate cultures; the risk that the benefits of the transaction anticipated by Issuer may not materialize; delay or failure to receive applicable corporate or regulatory approvals; competition and changes in legislation affecting the Issuer or Los Sueños; and the inability of the Issuer and Los Sueños to obtain, maintain and renew the licenses required for them to operate their business in the various jurisdictions in which they operate. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Issuer's latest annual information form filed March 9, 2022, which is available under the Issuer's SEDAR profile at www.sedar.com, and in other filings that the Issuer has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this document.

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

October 2019

Page 10

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).

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

October 2019

Page 11

Dated: March 29, 2022.
	Peter Clateman
	Name of Director or Senior Officer
	/s/ Peter Clateman
	Signature
	Chief Legal Officer
	Official Capacity

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

October 2019

Page 12

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.

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

October 2019

Page 13