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: January 5, 2023 Is this an updating or amending Notice:    x Yes  ¨ No

If yes provide date(s) of prior Notices: January 28, 2019.

Issued and Outstanding Securities of Issuer Prior to Issuance: 623,377,025 Subordinate Voting Shares.

Pricing

Date of news release announcing proposed issuance: January 10, 2019 or

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

Number of securities to be issued: 355,584 Subordinate Voting Shares.

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.	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
	September 2018
	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	Number of	Purchase	Conversion	Prospectus	TotalSecurities	Payment	Describe
&Municipality	Securities	price per	Price (if	Exemption	Previously	Date(1)	relationship
of	Purchased	Security	Applicable)		Owned,		to
Residence	or to be	(CDN$)	(CDN$)		Controlled or		Issuer (2)
of Placee	Purchased				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.

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
	Page 2

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

.

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
	September 2018
	Page 3

(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:

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
	September 2018
	Page 5

(a)	Total aggregate consideration in Canadian dollars: Approximately CAD 1.94 million (based on the closing price of the Subordinate Voting Shares on the CSE on January 3, 2023 of CAD 5.45).

(b)	Cash: N/A.

(c)	Securities (including options, warrants etc.) and dollar value: 355,584 Subordinate Voting Shares.

(d)	Other: N/A.

(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).

The purchase price was determined through arm's length negotiation.

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

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:

7.

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	Conversion price (if applicable)	Prospectus Exemption	Total Securities, Previously Owned, Controlled or Directed by Party	Describe relationship to Issuer(1)
HMS Trust A, dated February 28, 2017	177,792	5.45	N/A	Accredited Investor Exemption	Nil	Not a Related Person
HMS Trust B, dated February 28, 2017	177,792	5.45	N/A	Accredited Investor Exemption	Nil	Not a Related Person

(1)	Indicate if Related Person

	FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
	LISTED SECURITIES
	September 2018
	Page 6

8.	Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired: Customary due diligence, including lien, litigation and corporate due diligence as customary under local law.

9.	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): 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.

10.	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

11.	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.

	FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
	LISTED SECURITIES
	September 2018
	Page 7

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.

Dated January 5, 2022.

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

	FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
	LISTED SECURITIES
	September 2018
	Page 1

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
	September 2018
	Page 1