Trulieve to Sell 9.75% Notes with Warrants

Trulieve Announces Proposed Public Offering Of Units

TORONTO, June 10, 2019 /CNW/ – Trulieve Cannabis Corp. (“Trulieve” or the “Company”) (CSE: TRUL) today announced that it has filed a preliminary prospectus supplement (the “Preliminary Supplement”) to its short form base shelf prospectus dated May 14, 2019 (the “Base Shelf Prospectus”) relating to a proposed public offering (the “Offering”) of units of the Company (“Units”). Each Unit will consist of one 9.75% senior secured note in the principal amount of US$1,000 (“Notes”) and subordinate voting share purchase warrants (“Warrants”). Pursuant to the Offering, Canaccord Genuity Corp. (the “Agent”) will act as the exclusive agent, on a “best-efforts” basis. The Offering will be priced in the context of the market with the number of Units, issue price of the Units, number of Warrants and exercise price thereof, and total size of the Offering to be determined at the time of entering into an agency agreement for the Offering.

The outstanding subordinate voting shares of the Company (“Subordinate Voting Shares”) are listed and posted for trading on the Canadian Securities Exchange (the “CSE”). The Company will apply to list the Notes, the Warrants and the Subordinate Voting Shares to be issued upon the exercise of the Warrants on the CSE.

The Company intends to use the net proceeds from the Offering for capital expenditures, acquisitions, to repay indebtedness and for general corporate purposes. 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 and the entering into of an agency agreement with the Agent.

The Preliminary Supplement has been filed with the securities commissions or similar securities regulatory authorities in each of the provinces of Canada, other than the Province of Quebec. The Preliminary Supplement and the Base Shelf Prospectus contain important detailed information about the Offering. Copies of the Preliminary Supplement and the Base Shelf Prospectus will be found on SEDAR at www.sedar.com.

Copies of the Preliminary 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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