Trulieve Cannabis Corp. (CNSX:TRUL) entered into a definitive agreement to acquire Harvest Health & Recreation Inc. (CNSX:HARV) for $2.1 billion on May 10, 2021. Under the terms of the transaction, shareholders of Harvest will receive 0.1170 of a subordinate voting share of Trulieve for each Harvest subordinate voting share. After giving effect to the Transaction, Harvest Shareholders will hold approximately 26.7% of the issued and outstanding pro forma Trulieve Shares. In case of termination, the agreement provides a $100 million reciprocal termination fees under certain circumstances. Following closing of the transaction, the combined business will have operations in 11 states, comprised of 22 cultivation and processing facilities with a total capacity of 3.1 million square feet, and 126 dispensaries serving both the medical and adult-use recreational cannabis markets. The Transaction is subject to, among other things, the approval of the necessary approvals of the Supreme Court of British Columbia, the approval of two-thirds of the votes cast by Harvest Shareholders at the Special Meeting, receipt of the required regulatory approvals, including, but not limited, approval pursuant to the Hart–Scott–Rodino Antitrust Improvements Act, and other customary conditions of closing. Approval of Trulieve Shareholders is not required. The Transaction has been unanimously approved by the Boards of Directors of each of Trulieve and Harvest. As of June 21, 2021, Trulieve Cannabis announced the expiration of the 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Closing of the Transaction remains subject to the satisfaction or waiver of all remaining conditions in the agreement. The Harvest shareholder vote is expected to occur in the third quarter of 2021. Both companies continue to work toward obtaining all required regulatory approvals. Harvest Shareholders holding more than 50% of the voting power of the issued and outstanding Harvest Shares have entered into voting support agreements with Trulieve to vote in favor of the Transaction. As of August 11, 2021, Harvest shareholders approved the transaction. As of August 19, 2021, Harvest Health & Recreation has obtained the final order from the Supreme Court of British Columbia approving the transaction. The transaction will be accretive to Trulieve shareholders. The transaction will allow Trulieve to accelerate our national expansion strategy and go deeper in the market.

Canaccord Genuity Corp. acted as exclusive financial advisor and Derek Sigel, Russel Drew, Kevin Fritz, S. Campbell Fitch, J. Kevin Wright, Sangeetha Punniyamoorthy of DLA Piper (Canada) LLP and Sean Coyle, Joshua Ashby, Patrick J. Pazderka and Joshua Horn of Fox Rothschild LLP acted as Canadian and United States legal counsels, respectively, to Trulieve. Canaccord Genuity Corp. also provided a fairness opinion to the Board of Directors of Trulieve. Moelis & Company LLC acted as financial advisor and fairness opinion provider and Linda Misetich Dann, Alan Gardner and Sander Grieve of Bennett Jones LLP and Troutman Pepper LLP acted as Canadian and United States legal counsels, respectively, to Harvest. Haywood Securities Inc. acted as financial advisor and provided a fairness opinion to the special committee of Harvest. Harvest has retained the services of Equiniti (US) Services LLC to solicit proxies for a fee of approximately $10,000. Odyssey Trust Company is the transfer agent for Trulieve Subordinate Voting Shares and Harvest Shares. Harvest will pay a fee of $17.2 million to Moelis for its servises and will pay $2 million for the delivery of Moelis' opinion.

Trulieve Cannabis Corp. (CNSX:TRUL) completed the acquisition of Harvest Health & Recreation Inc. (CNSX:HARV) on October 1, 2021. The Trulieve Cannabis intends to use the net proceeds of the Offering i.e., private placement of 8% Senior Secured Notes due 2026 of $350 million to redeem certain outstanding indebtedness of Harvest Health & Recreation Inc. Trulieve acquired all outstanding shares of Harvest and Harvest became a wholly-owned subsidiary of Trulieve. On the closing date all of the members of the board of directors of Harvest, consisting of Steven M. White, Elroy P. Sailor, Mark Neal Barnard, Eula L. Adams, Michael Scott Atkison, and Ana Dutra, resigned as directors and board committee members, as applicable, of Harvest. On the closing date, each of Deborah K. Keeley, Joseph Edward Sai, Elroy P. Sailor, Nicole Stand, and Steven M. White, Harvest's Chief Financial Officer, Chief of Staff, Chief Strategy Officer, Vice President, General Counsel and Secretary, and Chief Executive Officer, respectively, resigned from their positions as executive officers of Harvest, but remained as employees of Harvest. Immediately thereafter, Kim Rivers and Eric Powers were elected as the members of the board of directors of Harvest. Kim Rivers was appointed Harvest's principal executive officer. Eric Powers was appointed Harvest's principal financial and accounting officer. Kim Rivers also serves as the Chair, President and Chief Executive Officer of Trulieve and Eric Powers also serves as the Chief Legal Officer of Trulieve.