Trulieve Prices $75 Million Debt and Warrant Offering

Trulieve Announces Pricing of Public Offering of Units

TORONTO, June 11, 2019 /CNW/ – Trulieve Cannabis Corp. (“Trulieve” or the “Company”) (CSE: TRUL) today announced that it has priced its previously announced public offering (the “Offering”) of units of the Company (“Units”) comprised of an aggregate principal amount of US$70,000,000 of 9.75% senior secured notes maturing in 2024 (the “Notes”) and an aggregate amount of 1,470,000 subordinate voting share warrants (the “Warrants”).

Pursuant to the Offering the Company will issue an aggregate of 70,000 Units at a price of US$980 per Unit for gross proceeds of US$68,600,000. Each Unit will consist of one Note and 21 Warrants. Each Warrant will be exercisable for three years to purchase one subordinate voting share of the Company (“Subordinate Voting Share”) at an exercise price of C$17.25 per share, subject to adjustment in certain events.

The Offering is being conducted on a “best-efforts” basis pursuant to the terms of an agency agreement dated June 11, 2019, between the Company and Canaccord Genuity Corp. (the “Agent”), as exclusive agent in respect of the Offering. Pursuant to the agency agreement, the Company has agreed to pay a cash commission to the Agent equal to 3.0% of the aggregate principal amount of Notes sold pursuant to the Offering.

The Company intends to use the net proceeds from the Offering for capital expenditures, acquisitions, to repay indebtedness and for general corporate purposes. It is expected that the Offering will close on or about June 18, 2019, or such other date as the Company and the Agent may agree. The Company has made the required filings to list the Notes, the Warrants and the Subordinate Voting Shares issued on exercise of the Warrants on the Canadian Securities Exchange (the “CSE”). Listing will be subject to the fulfillment of all of the listing requirements of the CSE.

Closing of the Offering will be subject to a number of customary conditions including, but not limited to, receipt of all necessary regulatory approval and stock exchange approval, including approval of the CSE.

In connection with the Offering, the Company will file a final prospectus supplement (the “Supplement”) to its short form base shelf prospectus dated May 14, 2019 (the “Base Shelf Prospectus”). The Supplement will be filed with the securities commissions or similar securities regulatory authorities in each of the provinces of Canada, other than the Province of Quebec. The Supplement and the Base Shelf Prospectus contain important detailed information about the Offering. Copies of the Supplement and the Base Shelf Prospectus will be found on SEDAR at www.sedar.com.

All references to “US$” refer to United States dollars.‎ On June 10, 2019, the daily exchange rate for the ‎United States dollar in terms of Canadian dollars, as quoted by ‎the Bank of Canada, was US$1.00 = $1.3267.‎

Copies of the Supplement and the Base Shelf Prospectus may also be obtained in Canada from Canaccord Genuity Corp., ‎161 Bay Street, Suite 3000, Toronto, Ontario, M5J 2S1‎, by telephone at (416) 869-7368, by email at cg-syndication-toronto@cgf.com.

About Trulieve

Trulieve is a vertically integrated “seed-to-sale” company and is the first and largest fully licensed medical cannabis company in the State of Florida. Trulieve cultivates and produces all of its products in-house and distributes those products to Trulieve-branded stores (dispensaries) throughout the State of Florida, as well as directly to patients via home delivery. Trulieve also operates in California, Massachusetts and Connecticut. Trulieve is listed on the Canadian Securities Exchange under the symbol TRUL.

This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

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

Original press release

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