Exhibit 99.2
FORM 7
MONTHLY PROGRESS REPORT
Name of Listed Issuer: Curaleaf Holdings, Inc. (the “Issuer” or “Curaleaf”).
Trading Symbol: CURA
Number of Outstanding Listed Securities: 624,275,613
Date: April 6, 2023
This Monthly Progress Report must be posted before the opening of trading on the fifth trading day of each month. This report is not intended to replace the Issuer’s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by Exchange Policies. If material information became known and was reported during the preceding month to which this report relates, this report should refer to the material information, the news release date and the posting date on the Exchange website.
This report is intended to keep investors and the market informed of the Issuer’s ongoing business and management activities that occurred during the preceding month. Do not discuss goals or future plans unless they have crystallized to the point that they are "material information" as defined in the Policies. The discussion in this report must be factual, balanced and non-promotional.
General Instructions
| (a) | Prepare this Monthly Progress Report using the format set out below. The sequence of questions must not be altered, nor should questions be omitted or left unanswered. The answers to the items must be in narrative form. State when the answer to any item is negative or not applicable to the Issuer. The title to each item must precede the answer. |
| | |
| (b) | The term “Issuer” includes the Issuer and any of its subsidiaries. |
| | |
| (c) | Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions. |
Report on Business
| 1. | Provide a general overview and discussion of the development of the Issuer’s business and operations over the previous month. Where the Issuer was inactive disclose this fact. |
General
Curaleaf Holdings, Inc. (“Curaleaf” or the “Company”) operates as a life science company developing full scale cannabis operations, with core competencies in cultivation, manufacturing, dispensing and medical cannabis research. Curaleaf is a leading vertically integrated medical and wellness cannabis operator in the United States. As of March 31, 2023, the Company has operations in 19 states including operating 147 dispensaries, with a focus on highly populated states including Arizona, Florida, Illinois, Massachusetts, New York, New Jersey and Pennsylvania. The Company leverages its extensive research and development capabilities to distribute cannabis products with the highest standard for safety, effectiveness, consistent quality and customer care. The Company is committed to leading the industry in education and advancement through research and advocacy. The Company markets to medical and adult-use customers through brand strategies intended to build trust and loyalty. Moreover, Curaleaf International Holdings Limited, a subsidiary of the Issuer, is the largest vertically integrated independent cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with leading cultivation, extraction and production capabilities.
Recent developments regarding the Issuer’s business and operations
On March 1, 2023, Curaleaf announced the opening of the first dispensary to begin adult-use cannabis sales in Hartford, CT.
Please see the Issuer’s press release dated March 1, 2023, filed on the Issuer’s website, for more information.
On March 9, 2023, Curaleaf and Fab 5 Freddy announced the expansion of its B Noble cannabis brand in Florida.
Please see the Issuer’s press release dated March 9, 2023, filed on the Issuer’s website, for more information.
On March 27, 2023, Curaleaf announced the expansion of its brand portfolio with the launch of JAMS™ cannabis-infused edibles.
Please see the Issuer’s press release dated March 27, 2023, filed on the Issuer’s website, for more information.
On March 29, 2023, Curaleaf announced it had entered into a definitive agreement to acquire Deseret Wellness, the largest cannabis retail operator in Utah, in transaction valued at approximately US$20 million. The transaction is expected to close on April 7, 2023.
Please see the Issuer’s press release dated March 29, 2023, filed on the Issuer’s website for more information, as well as the Forms 9 filed with the CSE on March 30, 2023 and April 5, 2023.
| 2. | Provide a general overview and discussion of the activities of management. |
N/A
| 3. | Describe and provide details of any new products or services developed or offered. For resource companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or oil and gas or other reports required under Ontario securities law. |
On March 27, 2023, Curaleaf announced the expansion of its brand portfolio with the launch of JAMS™ cannabis-infused edibles.
Please see the Issuer’s press release dated March 27, 2023, filed on the Issuer’s website, for more information.
| 4. | Describe and provide details of any products or services that were discontinued. For resource companies, provide details of any drilling, exploration or production programs that have been amended or abandoned. |
N/A
| 5. | Describe any new business relationships entered into between the Issuer, the Issuer’s affiliates or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State whether the relationship is with a Related Person of the Issuer and provide details of the relationship. |
N/A
| 6. | Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer’s affiliates or third parties or cancellation of any financing arrangements that have been previously announced. |
N/A
| 7. | Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred during the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether the acquisition was from, or the disposition was to, a Related Person of the Issuer and provide details of the relationship. |
On March 29, 2023, Curaleaf announced it had entered into a definitive agreement to acquire Deseret Wellness, the largest cannabis retail operator in Utah, in a transaction valued at approximately US$20 million. The transaction is expected to close on April 7, 2023.
Please see the Issuer’s press release dated March 29, 2023, filed on the Issuer’s website for more information, as well as the Forms 9 filed with the CSE on March 30, 2023 and April 5, 2023.
| 8. | Describe the acquisition of new customers or loss of customers. |
Please refer to Item 1 for new dispensary openings during the month of March.
| 9. | Describe any new developments or effects on intangible products such as brand names, circulation lists, copyrights, franchises, licenses, patents, software, subscription lists and trademarks. |
N/A
| 10. | Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs. |
As of March 31, 2023, the Issuer had a total of 5,481 employees, which includes 171 new hires and 275 terminations in the month of March.
| 11. | Report on any labour disputes and resolutions of those disputes if applicable. |
N/A
| 12. | Describe and provide details of legal proceedings to which the Issuer became a party, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if any, if the proceedings are being contested, and the present status of the. |
Curaleaf may become threatened by a party, or otherwise become party to litigation from time to time in the ordinary course of business which could adversely affect its business.
Sentia Wellness
Measure 8 Ventures LP et al. v. Khanna et al., Or. No. 22CV00946
No changes since last reporting on Form 7.
Eagle Valley Holdings, LLC
In January 2022, a Curaleaf subsidiary completed the acquisition of Bloom Dispensaries (“Bloom”) in Arizona. On January 4, 2023, the Curaleaf subsidiary that purchased Bloom filed suit against the sellers of Bloom and Edmond Vartughian, their designated representative, in Arizona Superior Court in Maricopa County for violation of certain representations and warranties in the purchase agreement related to the transaction including with respect to the condition of one of the buildings in the acquired cultivation facility. The parties resolved the claims on March 21, 2023 and dismissed the suit. As part of the settlement agreement, the parties have agreed to reduce the purchase price payable by Curaleaf by US$10 million, from approximately US$210 million to approximately US$200 million. The purchase price for Bloom was paid US$51 million in cash at close, with the remaining approximately US$160 million to be paid through the issuance of three promissory notes of US$50 million, US$50 million, and US$60 million due, respectively, on the first, second and third anniversary of closing of the transaction. Curaleaf has settled in full the US$50 million note due January 2023 for US$44 million and the principal of the US$50 million note due January 2024 has been reduced by US$4 million.
| 13. | Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness. |
N/A
| 14. | Provide details of any securities issued and options or warrants granted. |
| Security | Number Issued | Details of Issuance | Use of Proceeds(1) |
| Subordinate Voting Shares | 48,674 | Shares issued in connection with RSU conversions during the month of March, 2023. | N/A |
| (1) | State aggregate proceeds and intended allocation of proceeds. |
| 15. | Provide details of any loans to or by Related Persons. |
N/A
| 16. | Provide details of any changes in directors, officers or committee members. |
N/A
| 17. | Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s market(s) or political/regulatory trends. |
N/A
This document contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or, "proposed", "is expected", "intends", "anticipates", " or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this Monthly Progress Report contains forward-looking statements and information concerning (i) the expected benefits of recently opened dispensaries and (ii) the Issuer's current litigation and arbitration proceedings. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the Issuer with respect to the matter described in this Monthly Progress Report. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this Monthly Progress Report and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and risks and uncertainties is contained under the "Risk Factors" heading in the Issuer's management's discussion and analysis for the year ended December 31, 2021 and under the "Risk Factors" heading in the Issuer’s annual information form for the year ended December 31, 2021, and in other filings that the Company has made and may make in the future with the Canadian securities regulatory authorities available on SEDAR under the Issuer’s profile at www.sedar.com or with the U.S. Securities and Exchange Commission available at www.sec.gov/edgar. Forward-looking statements contained herein are made only as to the date of this Monthly Progress Report and the Issuer undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. The Issuer cautions investors not to place undue reliance on the forward-looking statements contained in this Monthly Progress Report.
[signature page follows]
Certificate of Compliance
The undersigned hereby certifies that:
| 1. | The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance. |
| | |
| 2. | As of the date hereof there is no material information concerning the Issuer which has not been publicly disclosed, other than the financial statements and related MD&A for the year ended December 31, 2022. |
| | |
| 3. | The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CNSX Policy 1). |
| | |
| 4. | All of the information in this Form 7 Monthly Progress Report is true. |
Dated: April 6, 2023
| | Peter Clateman |
| | Name of Director or Senior Officer |
| | |
| | /s/ Peter Clateman |
| | Signature |
| | |
| | Chief Legal Officer |
| | Official Capacity |
Issuer Details Name of Issuer Curaleaf Holdings, Inc. | For Month Ended March 31, 2023 | Date of Report YY/MM/DD April 6, 2023 |
Issuer Address 420 Lexington Avenue |
City/Province/Postal Code New York, NY 10170 | Issuer Fax No. N/A | Issuer Telephone No. (781) 451-0150 |
Contact Name Investor Relations | Contact Position Investor Relations | Contact Telephone No. (781) 451-0150 |
Contact Email Address IR@curaleaf.com | Web Site Address www.curaleaf.com |
