Curaleaf Announces Intention to Offer to Purchase Aurora Cannabis

Curaleaf Holdings, Inc. plans to make an offer to acquire all outstanding common shares of Aurora Cannabis Inc. for a proposed consideration of US$4.00 per share. The offer reflects a 45% premium to Aurora's 30-day Volume Weighted Average Price (VWAP) and a 110% premium to Aurora's 30-day VWAP excluding balance sheet cash. The proposed transaction aims to provide Aurora shareholders with an opportunity to become owners of a leading global cannabis platform and participate in the combined company's long-term potential.

By combining Aurora's EU-GMP cultivation and manufacturing capacity with Curaleaf's EU-GMP processing capabilities and international distribution platform, the deal seeks to enhance combined margins and accelerate patient access across Europe, Canada, Australia, and New Zealand. Curaleaf urges Aurora's Board to engage in good-faith discussions regarding the proposed transaction. The offer will be comprised of 0.3463 Curaleaf Shares and US$0.75 cash for each Aurora Share. The offer will be subject to a cap of US$5.00 per share if there is a substantial rise in the trading price of Curaleaf Shares before the take-up under the Offer. Curaleaf has expressed its disappointment with Aurora's refusal to engage in constructive discussions and is prepared to move quickly toward a definitive agreement.

The company believes that a combination of the two entities would result in significant strategic and financial advantages. The Offer will be presented in a formal offer and take-over bid circular, to be filed with Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. Curaleaf has not yet commenced the Offer and may determine not to make the Offer under certain conditions. The news release includes forward-looking statements and a cautionary statement regarding the Offer.

Advisors for the transaction include Canaccord Genuity Corp, Dentons, Kekst CNC, and Carson Proxy Advisors. Curaleaf Holdings, Inc. is a leading international provider of consumer products in cannabis, known for quality, expertise, and reliability. The company and its brands provide industry-leading service, product selection, and accessibility across the medical and adult use markets. Curaleaf is listed on the Toronto Stock Exchange and trades on the OTCQX market. For more information, please visit https://ir.curaleaf.com.