Trulieve Raises $60 Million by Issuing Debt and Warrants Similar to June Offering

Trulieve Announces Pricing of Public Offering

TORONTO, Oct. 30, 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 debenture units (the “Units”). The Offering will be comprised of an aggregate principal amount of US$60,000,000 of 9.75% senior secured notes maturing in 2024 (the “Notes”) and an aggregate amount of 1,560,000 subordinate voting share purchase warrants (the “Warrants”) of the Company. Each Unit will consist of one Note and 26 Warrants. Each Warrant will be exercisable until June 18, 2022 to purchase one subordinate voting share of the Company (a “Subordinate Voting Share”) at an exercise price of C$17.25 per share, subject to adjustment in certain events. The Notes and the Warrants have the same terms as those issued pursuant to the June 2019 public offering, but for an adjustment to the number of Warrants to provide for substantially the same economic terms.

Pursuant to the Offering, the Company will issue an aggregate of 60,000 Units at a price of US$980 per Unit plus accrued but unpaid interest from ‎and including June 18, 2019 to but excluding the date of closing of the Offering in the amount of US$37.65 per US$1,000 principal amount ‎of Notes for gross proceeds to the Company of US$61,059,000.

Canaccord Genuity Corp. (the “Agent”) is acting as the exclusive agent in connection with the Offering. The Offering is being conducted on a “best-efforts” basis pursuant to the terms of an agency agreement dated October 30, 2019, between the Company and Canaccord Genuity Corp.

The Company intends to use the net proceeds of the Offering for capital expenditures, acquisitions and for general corporate purposes.

The outstanding Subordinate Voting Shares, the Notes and the Warrants are ‎listed and posted for trading on the Canadian Securities Exchange (the “CSE”). The Company has made the required filings to list the Notes, the Warrants and the Subordinate ‎Voting Shares to be issued pursuant to the Offering on the CSE. ‎.

Closing of the Offering is expected to occur on or about November 7, 2019 and 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.

A prospectus supplement to the Company’s base shelf prospectus dated May 14, 2019 (collectively, the “Prospectus”) will be filed with the securities regulatory authorities in each of the provinces of Canada, other than Quebec. The Prospectus contains important detailed information about the Offering. Copies of the base shelf prospectus and, any supplement thereto filed in connection with the Offering, can be found on SEDAR at www.sedar.com. Copies of the Prospectus may also be obtained in Canada from Canaccord Genuity Corp., ‎161 Bay Street, Suite 3000, Toronto, Ontario, M5J 2S1‎, by email at ecm@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” or to “U.S. Persons” (as such terms are 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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