Trulieve Announces Proposed Public Offering Of Units

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR ‎DISSEMINATION IN THE UNITED STATES /

TORONTO , June 10, 2019 /CNW/ - Trulieve Cannabis Corp. ("Trulieve" or the "Company") (TRUL.CN) 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 [email protected].

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.

Forward-Looking Statements

This news release includes forward-looking information and statements, which may include, but ‎are not limited to, information and statements regarding or inferring the future business, ‎operations, financial performance, prospects, and other plans, intentions, expectations, estimates, ‎and beliefs of the Company. Such statements include statements regarding the ‎Offering, the intended use of the net proceeds of the Offering, the listing of the Notes and Warrants on the CSE, and the payment of the Agent's fee.  Words such as "expects", ‎‎"continue", "will", "anticipates" and "intends" or similar expressions are intended to identify ‎forward-looking statements. These forward-looking statements are based on the Company's ‎current projections and expectations about future events and financial trends that management ‎believes might affect its financial condition, results of operations, business strategy and financial ‎needs, and on certain assumptions and analysis made by the Company in light of the experience ‎and perception of historical trends, current conditions and expected future developments and ‎other factors management believes are appropriate. Forward-looking information and statements ‎involve and are subject to assumptions and known and unknown risks, uncertainties, and other ‎factors which may cause actual events, results, performance, or achievements of the Company ‎to be materially different from future events, results, performance, and achievements expressed ‎or implied by forward-looking information and statements herein. Such factors include, among others: establishing a trading market for the Notes and Warrants; fluctuations in the market price of the Subordinate Voting Shares, Notes and Warrants; risks relating to the dilution of the Subordinate Voting Shares, Notes and Warrants; risks and uncertainties relating to the actual use of the net proceeds of the Offering; changes in market conditions; an exchange on which the Company's shares are listed may initiate a delisting review; stock price volatility; sales by shareholders of a substantial number of Subordinate Voting Shares, Notes or Warrants; and the risks identified in the Company's reports and filings with the applicable Canadian securities regulators, including, without limitation, all risks in and incorporated by reference into the Preliminary Supplement and the Base Shelf Prospectus.