Trulieve Cannabis: Leverages Industry Leading Balance Sheet to Predict Repayment of Certain Health and Leisure Debt from Harvest to End of Acquisition (Form 8-K)

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Leverage the industry’s leading track record to forecast the repayment of certain health and recreation-related debts from harvest to end of acquisition

TALLAHASSEE, Florida, – September 30, 2021 / CWN / – Trulieve Cannabis Corp. (“Trulieve” or the “Company”) (CSE: TRUL) (OTCQX: TCNNF) announced today that it has received commitments for an 8% private placement of Senior Secured Notes due 2026 (the “Notes” ) for aggregate gross proceeds of US $ 350.0 million (the “Offer”). The Notes, which will be issued at 100% of their face value, will be senior secured obligations of the Company and will rank betpassu the Company’s senior secured notes outstanding maturing in 2024. The notes will bear interest at a rate of 8% per annum, payable semi-annually in equal installments until the maturity date, unless they are redeemed or redeemed earlier. The Notes will mature on October 6, 2026 and will be redeemable in whole or in part at any time from the date that is two years after the date of issue at the applicable redemption price set out in the Supplementary Trust Indenture. to be concluded at the closing of the offering.

The placement is being made on a “best efforts” basis in accordance with the terms of an agency agreement, between the Company and Canaccord Genuity Corp., as sole agent and sole bookrunner, and is expected to close on 6 October 2021, subject to customary closing conditions, including approval by the Canadian Securities Exchange (the “CSE”). The Company has made the deposits required to list the Notes to be issued in connection with the Offering on CSE after the expiration of the Canadian legal hold period of four months.

“We are pleased to announce this debt financing, which we believe is the largest to date of any public cannabis operator in the United States,” said Kim Rivers, CEO of Truly. “Our strong balance sheet and profitability have enabled us to achieve a cost of senior debt which we believe is the lowest for a public cannabis company to date. This financing will provide capital to repay a portion of Harvest’s debt when we complete our acquisition and allow our combined liquidity to be used to aggressively pursue strategic growth initiatives in key markets after closing. ”

The Company intends to use the net proceeds of the Offering to redeem certain unpaid debts of Harvest Health & Recreation Inc. (“Harvest”) upon the completion of the acquisition of Harvest by the Company, as well as expenses. in fixed assets and for other general corporate purposes.

The offering and sale of the Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the laws of any other jurisdiction, and the Notes are not offered only (1) to persons who are reasonably believed to be Qualified Institutional Purchasers (as defined in Rule 144A) or to Qualified Investors (as defined in Rule 501 of Regulation D) under exemptions from the requirements of ” Securities Act registration in accordance with Rule 506 (b) of Regulation D and / or in accordance with Section 4 (a) (2) of the Securities Act and similar exemptions under United States securities laws applicable and (2) outside the United States to certain non-US persons under Regulation S under the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of the Securities in any state or jurisdiction where such offer, solicitation or sale would be illegal. The Notes will be offered for sale by private placement in Canada in accordance with applicable exemptions from the prospectus requirements of Canadian securities laws.

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About Trulieve

Trulieve is primarily a vertically integrated “seed-for-sale” company in the United States and is the first and largest fully licensed medical cannabis company in the State of Florida. Trulieve grows and produces in-house and distributes these products to Trulieve brand stores (dispensaries) throughout the state of Florida, as well as directly to patients via home delivery. Trulieve also holds operating licenses in California, Massachusetts, Pennsylvania, Connecticut and West Virginia and has received notice of intent to license in Georgia. Trulieve is listed on the Canadian Stock Exchange under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF.

To learn more about Trulieve, visit www.Trulieve.com.

Forward-looking statements

This press release includes forward-looking information and statements, which may include, but are not limited to, information and statements concerning or inferring future activities, operations, financial performance, prospects and other plans, intentions, expectations, estimates and beliefs. the company. These statements include statements regarding the completion of the Offering, the intended use of the net proceeds of the Offering, the completion of the Harvest Acquisition and other matters. Words such as “expect”, “continue”, “will”, “anticipate” and “intention” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the Company’s current projections and expectations regarding future events and financial trends that management believes could affect its financial condition, results of operations, business strategy and financial needs, and on certain assumptions and analyzes made by the Company in light of experience and perception of historical trends, current conditions and expected future developments and other factors that management deems appropriate. Forward-looking information and statements involve and are subject to assumptions and to risks, uncertainties and other known and unknown factors which may cause the actual events, results, performance or achievements of the Company to be materially different from events, results, performance, and achievements expressed or implied by the forward-looking information and statements contained herein. These factors include, among others: fluctuations in the market price of the Notes and market conditions relating to debt securities more generally; the risks and uncertainties associated with the actual use of the net proceeds of the Offer; risks related to the effect of the COVID-19 pandemic on the global economy, financial markets and the Company’s activities; and the risks discussed under the heading “Risk Factors” in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2020 and in subsequent periodic and current reports filed with the Securities and Exchange Commission of United States and in documents filed by the Company. on SEDAR at www.sedar.com …

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Although the Company believes that the forward-looking information and statements contained herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that such forward-looking information and statements prove to be correct and, therefore, readers are advised to rely on their own assessment of these risks and uncertainties and not to place undue reliance on such forward-looking information and statements. All forward-looking information and statements contained herein are made as of the date hereof, and except as required by applicable law, the Company assumes no obligation and disclaims any intention to update or revise the information and statements. forward-looking statements contained herein or to update the reasons that actual events or results may differ or differ from those projected in the forward-looking information and statements herein, whether due to new information, events or results future, or otherwise, except as required by applicable law.

CSE has not reviewed, approved or disapproved of the contents of this press release.

For more information:

Lynn Ricci, Director of Investor Relations, 1-850-270-5691, [email protected]

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Disclaimer

Trulieve Cannabis Corp. published this content on September 30, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on September 30, 2021 09:21:03 PM UTC.


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