Mr. Camilo Lyon reports

CURALEAF ANNOUNCED REORGANIZATION OF ITS U.S. OPERATIONS IN CONNECTION WITH TSX LISTING

In connection with the previously announced conditional approval of the Toronto Stock Exchange to list Curaleaf Holdings Inc.'s subordinate voting shares on the TSX, the company has proceeded with the necessary internal reorganization of its U.S. operations. Among other things, Curaleaf Inc. (Curaleaf USA), a wholly owned subsidiary of the company, entered into a subscription agreement with a third party investor which is not affiliated with the company, Curaleaf USA or the control person of the company, pursuant to which Curaleaf USA issued to the investor one share of Class A voting and non-participating common stock, for an aggregate subscription amount of $1-million (U.S.).

Prior to the investment, the company held common stock of Curaleaf USA, representing 100 per cent of the issued and outstanding shares of Curaleaf USA. Concurrently with the closing of the investment and in accordance with the seventh amended and restated certificate of incorporation of Curaleaf USA filed immediately prior to the execution of the subscription agreement, such common stock has been automatically exchanged for 999 shares of Class B non-voting and participating common stock. Following the closing of the investment in accordance with the terms of the subscription agreement, the investor holds all of the issued and outstanding Class A voting stock and voting rights of Curaleaf USA. The company holds all of the issued and outstanding Class B non-voting stock, which represents 99.9 per cent of the economic ownership of Curaleaf USA, on an as-converted basis.

The Class B non-voting stock does not provide for voting rights but are exchangeable into shares of Class C voting and participating common stock of Curaleaf USA at any time. As a result of the limited rights associated with the Class B non-voting stock, Curaleaf and Curaleaf USA entered into, concurrently with the closing of the investment, a protection agreement, providing for certain negative covenants to preserve the value of the Class B non-voting stock held by the company until such time as the Class B non-voting stock is converted into Class C voting stock by the company, including, among others, prohibitions on Curaleaf USA's organizational documents amendments, changes to the authorized share capital of Curaleaf USA, changes to the Curaleaf USA's board of directors, material changes to the business conducted by Curaleaf USA, or the making of loans or capital expenditures above certain specified thresholds, the whole except with the prior written consent of Curaleaf or as required by applicable laws.

Concurrently with the investment, as more fully described in the consent solicitation statement and information circular of the company dated July 14, 2023, and the management information circular of the company dated Aug. 23, 2023, respectively, and as previously approved by the company's securityholders, the company implemented: (A) certain amendments to the indenture among the company and Odyssey Trust Company dated as of Dec. 15, 2021 (as supplemented from time to time), governing the notes thereunder, to facilitate the implementation of the reorganization; and (B) certain amendments to the company's articles to: (i) create a new class of non-voting and non-participating shares in the capital of the company exchangeable at the holder's option into subordinate voting shares and authorize the issuance of an unlimited number of non-voting exchangeable shares; and (ii) restate the rights of the subordinate voting shares to provide for a conversion feature whereby each subordinate voting share may, at any time, at the holder's option, be converted into one non-voting exchangeable share. The non-voting exchangeable shares do not carry voting rights, rights to receive dividends or other rights upon dissolution of the company, and are considered restricted securities within the meaning of such term under applicable Canadian securities laws.

The article amendments aim to provide the company's shareholders with the option to convert their subordinate voting shares into non-voting exchangeable shares if such shareholders prefer to hold non-voting and non-participating shares given the uncertainty and complexity related to cannabis regulations in the United States.

Concurrently with the closing of the investment, the company and the investor, as shareholders of Curaleaf USA, also entered into a shareholder agreement with respect to Curaleaf USA, to establish, among other things, the rights and obligations arising out of or in connection with the ownership of the Class A voting stock and the Class B non-voting stock. Under the shareholders agreement, Curaleaf USA holds a call right to repurchase all of the Class A voting stock issuable to the investor at any time, and the investor has the right to appoint a director to the Curaleaf USA's board of directors and a put right exercisable following the occurrence of certain stated events and after the five-year anniversary of the shareholder agreement subject to certain limits to ensure the maintaining of the Toronto Stock Exchange listing.

The particulars of the reorganization, as well as the material terms of the subscription agreement, the protection agreement and the shareholder agreement, will be more fully described in a material change report to be filed by the company with the Canadian Securities Administrators, which will be available under the company's profile on SEDAR+. Copies of the indenture, as amended, the amended and restated articles of Curaleaf, the shareholder agreement, and the protection agreement will also be made available under the company's profile on SEDAR+.

About Curaleaf Holdings Inc.

Curaleaf is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the company and its brands, including Curaleaf, Select and Grassroots, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. In the United States, Curaleaf brands are sold in 17 states with operations encompassing 147 dispensaries and employing more than 5,200 team members. Curaleaf International is the largest vertically integrated cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Canadian Securities Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF.

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