Mr. Boris Jordan of Curaleaf reports

CURALEAF ANNOUNCES INTENTION TO LAUNCH TAKE-OVER BID FOR AURORA CANNABIS TO SOLIDIFY ITS POSITION AS THE GLOBAL CANNABIS INDUSTRY LEADER

Curaleaf Holdings Inc. intends to make an offer to purchase all of the issued and outstanding common shares of Aurora Cannabis Inc. for consideration consisting of subordinate voting shares of Curaleaf and cash.

• Proposed offer reflects a 45-per-cent premium to Aurora's 30-day VWAP (volume-weighted average price) and a 110-per-cent premium to Aurora's 30-day VWAP excluding balance sheet cash;
• Provides Aurora shareholders with the opportunity to become owners of the premier global cannabis platform and participate in the significant long-term upside of the combined company;
• Combines Aurora's EU-GMP (European Union good manufacturing practice) cultivation and manufacturing capacity with Curaleaf's EU-GMP processing capabilities and international distribution platform to immediately enhance combined margins and accelerate patient access across Europe, Canada, Australia and New Zealand;
• Urges Aurora's board to engage in good-faith discussions regarding the proposed transaction.

The offer will provide Aurora shareholders with total implied consideration of $4.00 (U.S.) per share, comprising 0.3463 Curaleaf share, plus 75 U.S. cents cash, for each Aurora share. Based on Aurora's 30-day volume-weighted average price (VWAP) of $2.75 (U.S.), the offer consideration implies a premium of 45 per cent over the 30-day VWAP. Excluding the value of the cash and cash equivalents that Aurora has on its balance sheet, the offer represents a premium of 110 per cent premium to Aurora's 30-day VWAP.

In the event of a substantial rise in the trading price of Curaleaf shares before take-up under the offer, the value of the offer consideration offered for each Aurora share will be subject to a cap of $5.00 (U.S.) (based on the 20-day VWAP of Curaleaf shares, the "cap price"). In such case, Curaleaf will adjust the number of Curaleaf shares offered as consideration in the offer, such that the offer consideration for each Aurora share is equal to the cap price. This cap price would represent a premium of 82 per cent over the 30-day VWAP and a 197-per-cent premium above 30-day VWAP excluding the value of the cash and cash equivalents that Aurora has on its balance sheet.

No formal takeover bid has been commenced and there is no assurance the proposed offer will ultimately be made.

Boris Jordan, chairman of the board and chief executive officer of Curaleaf, stated: "We believe this combination represents a win-win for Curaleaf and Aurora shareholders. We are offering Aurora shareholders a unique opportunity to participate in a more highly diversified global platform and increase their exposure to U.S. regulatory tailwinds. By combining Curaleaf's global distribution platform with Aurora's leading international medical cannabis franchise and EU-GMP cultivation and manufacturing capacity, we see significant potential to unlock value through substantial cost and revenue synergies."

Curaleaf is making its intention public following repeated attempts to engage with Aurora's leadership, beginning with a June 23, 2026, formal letter of intent from Boris Jordan, chairman of the board and chief executive officer of Curaleaf, to Aurora's chairman and chief executive officer, Miguel Martin, outlining the proposal, its compelling strategic rationale and Curaleaf's readiness to enter a mutual non-disclosure agreement to conduct reciprocal due diligence. Following Aurora's refusal to engage in good-faith discussions on those terms, Curaleaf sent a follow-up letter on July 7, 2026. To date, Aurora has been unwilling to engage in constructive discussions.

"We approached Aurora privately and constructively on multiple occasion," Mr. Jordan continued. "We were very disappointed that the board refused to meaningfully engage. We will now take our proposal directly to Aurora shareholders because the premium is significant, the strategic rationale is compelling and further delay is unjustified. Curaleaf remains ready to engage constructively with Aurora's board to advance this value-maximizing transaction, and we are prepared to move quickly toward a definitive agreement."

Curaleaf believes a combination of the two companies would result in significant strategic and financial advantages, including:

• Create the leading global cannabis platform: The combined company would bring together two leading multicountry operators, boast a footprint in 17 countries across Europe, North America and other emerging international markets, and a highly attractive financial profile with more than $1.5-billion (U.S.) of last-12-month (LTM) revenue and nearly $350-million (U.S.) of LTM adjusted EBITDA (earnings before interest, taxes, depreciation and amortization).
• Superior manufacturing and distribution capabilities: Over all, the transaction is expected to be immediately accretive to both Curaleaf International's and the consolidated combined company's margins through greater vertical integration, enhanced control of production and supply, and the capture of value across the international cannabis supply chain. The transaction would secure Curaleaf International's supply chain by providing access to Aurora's more than 50 tons of annual EU-GMP cultivation and manufacturing capacity, including the recently acquired Safari Flower Company, complementing Curaleaf's three operational EU-GMP certified facilities in Portugal, Spain and Canada. Further, Aurora shareholders would benefit from Curaleaf's unmatched international infrastructure, including leading positions in Germany, the United Kingdom and Poland, as well as extensive pharmacy and clinic networks and a global supply chain spanning Europe and other key international markets.
• Unlock stronger growth and profitability: The combined company would further extend its position as the global cannabis industry leader while strengthening and solidifying its presence across Europe through a diversified, vertically integrated supply chain spanning cultivation, manufacturing, distribution and patient access. Curaleaf expects to generate at least $40-million (U.S.) of annual cost synergies, while also unlocking additional value through the implementation of enhanced cultivation standards, deployment of Curaleaf's leading genetics portfolio across Aurora's facilities, and optimization of cultivation capacity across the combined footprint. These initiatives, together with the companies' complementary assets and market positions, are expected to drive long-term revenue acceleration and margin expansion.
• Access to the world's largest cannabis market: Aurora shareholders would immediately gain exposure to the U.S. market, which currently generates roughly $32-billion in legal annual sales (as per BDSA). As the U.S. cannabis industry enters a period of potentially transformative regulatory and industry catalysts, including the potential rescheduling of cannabis at the federal level and the continued expansion of legal markets through state-led medical and adult-use legalization initiatives, Curaleaf believes the U.S. presents a significant long-term growth opportunity in the global cannabis sector. With leading positions across key states and in several product categories, a portfolio of established brands and scaled operations, Curaleaf is uniquely positioned to capitalize on an expanding addressable market, evolving regulatory framework and increasing consumer adoption.
• Enhanced scale, liquidity and access to global capital markets: The combined company would be a larger, more diversified global cannabis platform with a pro forma market capitalization approaching $3.0-billion (U.S.), enhanced liquidity, broader investor appeal and expanded future capital markets opportunities. As one of the largest and most diversified cannabis companies globally, the combined entity would be uniquely positioned as the premier public vehicle for blue-chip institutional and long-term investors seeking exposure to a top-tier cannabis investment opportunity.

Advisers

Canaccord Genuity Corp is serving as Curaleaf's financial adviser, Dentons is serving as Curaleaf's legal adviser, Kekst CNC is serving as strategic communications counsel, and Carson Proxy Advisors is serving as proxy solicitation adviser and information agent.

Offer process

Full details of the offer will be provided in a formal offer and takeover bid circular, letter of transmittal and notice of guaranteed delivery to be filed with Canadian securities regulatory authorities and with the U.S. Securities and Exchange Commission, and mailed to shareholders. The offeror will request a list of security holders from Aurora and expects to mail the offer documents as soon as practicable after receipt of such list. The offer will be open for acceptance for a period of 105 days following formal commencement, unless the offer is extended, accelerated or withdrawn in accordance with its terms. The offer will be conditional upon certain conditions being satisfied or, where permitted, waived at or prior to the expiry of the offer. Such conditions will include, among others to be described in the formal offer and takeover bid circular.

The offer will not be subject to any due diligence or financing conditions.

Intention to make an offer

Aurora shareholders should note that Curaleaf has not yet commenced the offer and should carefully review the cautionary statements set out below in this press release respecting the status of the offer and the factors that may cause Curaleaf not to make the offer.

Curaleaf may determine not to make the offer if: (i) it identifies material adverse information concerning the business, affairs, prospects or assets of Aurora not previously disclosed by Aurora; (ii) Aurora implements or attempts to implement defensive tactics (such as a shareholder rights plan, grant of an option (or similar right) to purchase material assets, material acquisitions, issuances of shares (including, a private placement) or increased indebtedness (including, incurrence of significant new liabilities) in relation to the offer); (iii) Aurora completes or undertakes to complete any significant transactions; or (iv) Aurora determines to engage with Curaleaf to negotiate the terms of a combination transaction and the parties determine to undertake that transaction utilizing a structure other than a takeover bid (such as a plan of arrangement). Accordingly, there can be no assurance that the offer will be made or that the final terms of the offer will be as set out in this press release.

About Curaleaf Holdings Inc.

Curaleaf Holdings 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, Grassroots, Find, Dark Heart and Anthem, provide industry-leading service, product selection, and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction, and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF.

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