Společnost Curaleaf zveřejnila informační list, v němž odmítá tvrzení Aurora Cannabis o své nabídce na převzetí a tvrdí, že jde o jednu z nejvyšších prémií v kanadských M&A za poslední dekádu. Nabídka podle něj zahrnuje 45% prémii, bez hotovosti na bilanci Aurory až 110%.
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer and medical cannabis products, today released a fact sheet addressing a number of inaccurate and misleading statements made by Aurora Cannabis Inc. ("Aurora") in connection with Curaleaf's proposal to acquire Aurora.
Curaleaf believes shareholders deserve the facts. While Aurora has focused on criticizing Curaleaf's proposal, shareholders should focus on the fundamental question: which company has a clearer vision for the future and a stronger record of creating shareholder value? The fact sheet below helps shareholders evaluate the choice between Curaleaf's premium offer and Aurora's standalone plan.
Read the fact sheet and learn more at grow.curaleaf.com.
MYTH: "Curaleaf's offer is too low and significantly undervalues Aurora."
FACT: One of the highest premiums in Canadian M&A. A 45% premium is among the higher Canadian M&A premiums of the past decade. Excluding cash on Aurora's balance sheet, Curaleaf's offer represents a 110% premium*. If Aurora's assets are worth more, why has management been unable to unlock that value after years?
More importantly, management's actions don't match its words. Aurora continues to issue shares through its At-the-Market (ATM) program at prices materially below the value implied by Curaleaf's offer. Since Curaleaf's bid, Aurora has accelerated these dilutive issuances while telling shareholders not to tender to a substantially higher value. If management truly believes Aurora is worth so much more, why is it selling stock at lower prices?
MYTH: "Aurora's standalone plan will create more value than Curaleaf's offer."
FACT: Results > promises. Aurora is asking shareholders to continue supporting a "turnaround" strategy that has had nearly six years to prove itself. During this time, management has recorded ~C$5 billion of impairments and ~C$130 million of business transformation costs.
Aurora has overseen negative operating cash flow of more than C$480 million since FY21A, while having one of the highest executive compensation plans among industry peers. ACB's 97% share decline under CEO Miguel Martin speaks for itself. By comparison, Curaleaf generated $447 million of positive operating cash flow since F21.
MYTH: "Aurora just delivered a record year and its strategy is gaining momentum."
FACT: Deteriorating fundamentals, declining outlook. Shareholders should focus on where the business is headed, not where it has been. Management's own guidance says fiscal 2027 revenue is expected to decline to fiscal 2025 levels and adjusted EBITDA is expected to be lower than the prior year.
MYTH: "Curaleaf's shares are overvalued and Aurora shareholders are being offered inflated stock."
FACT: Even Aurora's own advisor disagrees. Aurora argues Curaleaf's shares are overvalued, yet its own financial advisor states that "the trading price of those [Curaleaf] shares can be reasonably regarded as a proxy for their underlying value."
Curaleaf consistently commands a premium because it is the largest publicly traded cannabis company in the world and a leader in profitability and cash flow generation. Aurora can't have it both ways: if Curaleaf's valuation is too high, why is it not high enough for Aurora?
MYTH: "Curaleaf's leverage presents a risk to future equity holders."
FACT: Debt can be repaid; dilution is forever. Curaleaf is the largest cannabis operator by revenue and market cap, among the most profitable by adjusted EBITDA, and is a cash flow leader. Curaleaf's balance sheet compares favorably to peers, and the company's profitability and cash flows support its debt load.
In contrast, Aurora promotes a "debt-free" balance sheet but ignores how that balance sheet was and is being financed. Aurora has raised more than US$400 million since September 2020 through equity issuances at the expense of shareholders and continues to rely on dilutive ATM programs that permanently reduce existing shareholders' ownership.
MYTH: "ACB had substantive discussions with Curaleaf before rejecting our offer."
FACT: They never even discussed price. Aurora never entered into a confidentiality agreement with Curaleaf and never once discussed price. Rather than testing whether additional value could be secured for shareholders, Aurora simply rejected the proposal without even discussing a counteroffer.
MYTH: "The US$5.00 cap imposes a cap on any upside."
FACT: If the cap is the issue, the Board can fix it. Aurora's criticism of the cap structure is a distraction from the significant premium represented by the US$5.00 cap.
The US$5.00 cap price represents an implied premium within the 92nd percentile of Canadian M&A premiums over the last 10 years. The proposed structure encourages ACB shareholders to complete a transaction as soon as possible to lock in the exchange ratio and participate in potential upside and is the same structure that Aurora used in prior M&A transactions.
If Aurora's Board was truly concerned about the cap, they can choose to shorten the 105-day bid period to 35 days and engage constructively with Curaleaf on the particulars of a deal.
MYTH: "Aurora shareholders would trade independent ownership for a minority stake in a company controlled by one individual through multi-voting shares."
FACT: This is about scale, not governance. Aurora shareholders would retain a minority stake in the combined company because Curaleaf is substantially larger than Aurora (>13x market cap prior to the offer).
CURA insiders have nearly US$500 million of their own money invested alongside shareholders, significantly more than Aurora's insider ownership (~20% versus ~1%), and ensuring Curaleaf's management incentives are strongly aligned with shareholders. On the other hand, Aurora insiders have ~10% of the transaction value payable in the event of a change in control. Additionally, since Boris Jordan became CEO, Curaleaf has outperformed Aurora by approximately 57%.
Multi-class voting structures are not a rarity. They are used by many of the largest founder-owned sector leaders, including Alphabet, Meta, Shopify, Palantir, DoorDash, and, among leading cannabis companies, Green Thumb, and Trulieve among others.
MYTH: "Why should Aurora shareholders accept mostly Curaleaf stock?"
FACT: Get paid today, participate in upside tomorrow. Cash consideration represents ~19% of the US$4.00 offer price, in line with precedent Canadian cannabis M&A transactions. Shareholders will receive immediate value while retaining ownership in the largest cannabis company in the sector with broader market exposure, stronger cash generation, and multiple future growth catalysts.
MYTH: "Regulatory reform is already priced into Curaleaf's stock. There isn't much upside left."
FACT: The biggest benefits are still ahead. Federal reform is not a one-time event. The value creation comes from what follows: immediately, materially lower cash taxes and improved free cash flow, and potentially broader institutional ownership, lower financing costs, greater M&A flexibility, access to credit cards, and uplisting to a major U.S. exchange. Those benefits compound over time and have only begun.
MYTH: "Most of Curaleaf's business is Adult Use sales in the United States. That business is still federally illegal."
FACT: Exposure to the world's largest cannabis market is an advantage, not a risk. Our U.S. medical business represents approximately 60%. What's more, U.S. cannabis regulation has been moving steadily in one direction: toward greater normalization, broader acceptance and reduced regulatory barriers. CURA's exposure to the world's largest cannabis market is a benefit and a competitive advantage.
MYTH: "The transaction is not tax efficient for U.S. shareholders"
FACT: Stay invested in the upside. A significant portion of the consideration consists of CURA shares, allowing shareholders to continue their investment in the combined company rather than fully liquidating their position. If tax structuring is a priority for Aurora, they should engage with Curaleaf to negotiate it.
MYTH: "Why would Nasdaq-listed shareholders accept OTC paper?"
FACT: It's about the business, not the exchange. Curaleaf trades on the TSX which is among the largest exchanges globally and is the leading exchange for cannabis issuers. On a 2026 YTD basis, CURA has traded meaningfully more value on the TSX relative to ACB on NASDAQ. Additionally, a Nasdaq listing has not prevented value destruction for ACB shareholders. Lastly, CURA is expected to also trade on a major U.S. exchange once the rescheduling process is completed.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain "forward-looking statements" within the meaning of such statements under applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward looking statements in this news release include statements regarding the terms of the Offer, the expected benefits of the Offer to the combined company and the financial and strategic benefits of the Offer noted above, synergies and efficiencies that may be achieved upon a combination of the businesses of Aurora and Curaleaf; and expectations with respect to business and geographical diversification of the combined entity. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release, including assumptions based upon Aurora's publicly disclosed information, and that there will be no change in the business, prospects or capitalization of Aurora or Curaleaf. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company's Annual Information Form and continuous disclosure filings, which are available at www.sedarplus.ca.
Cautionary Statement Respecting Aurora Information
The information concerning Aurora contained in this press release has been taken from, or is based upon, publicly available information filed by Aurora with securities regulatory authorities in Canada prior to the date of this press release and other public sources. Aurora has not reviewed this press release and has not confirmed the accuracy and completeness of the Aurora information contained herein. Neither Curaleaf, nor any of its officers or directors, assumes any responsibility for the accuracy or completeness of such Aurora information. Curaleaf has no means of verifying the accuracy or completeness of any of the Aurora information contained in this press release.
Notice to U.S. Holders
The Offer is being made for the securities of a company formed outside of the United States. The Offer is subject to disclosure requirements of Canada that are different from those of the United States. Financial statements included in the documents, if any, will be prepared in accordance with Canadian accounting standards and may not be comparable to the financial statements of United States companies.
It may be difficult for a securityholder in the United States to enforce his/her/its rights and any claim a securityholder may have arising under the U.S. federal securities laws, since the issuer is located in Canada, and some or all of its officers or directors may be residents of Canada or another country outside of the United States. A securityholder may not be able to sue a Canadian company or its officers or directors in a court in Canada or elsewhere outside of the United States for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment.
Securityholders should be aware that the issuer may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Contacts
Media Contact
Kekst CNC
[email protected]
Investor Contact
Curaleaf Holdings, Inc.
[email protected]
Shareholder Contact
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: [email protected]
Curaleaf zopakoval nabídku na Aurora a tvrdí, že pro akcionáře přináší 45% prémii a okamžitou hodnotu. Firma zároveň odmítla argumenty Aurory o rozvaze bez dluhu a upozornila na další ředění akcií.
Curaleaf Offers a 45% Premium and Meaningful Future Upside: Aurora shareholders can realize immediate value alongside the opportunity to participate in the upside of a substantially larger, more diversified cannabis platform. Aurora Promotes a "Debt-Free" Balance Sheet While Overlooking Years of Shareholder Dilution to Fund It: Since September 2020, Aurora has raised $398 million in capital at the expense of shareholders through equity issuances, resulting in massive shareholder dilution. Additional dilution continues through its existing "At the Market" (ATM) program. Aurora's Board Doesn't Believe Its Own Valuation Argument: Within the last two quarters, Aurora's Board sold shares through its ATM program diluting shareholders at average prices of US$3.57 and US$3.09 per share, materially below the price it now argues is inadequate. Aurora's Own Outlook Points to a Business Going Backwards, without any Go-Forward Vision: Management's own guidance calls for fiscal 2027 revenue to return to approximately fiscal 2025 levels, with adjusted EBITDA expected to decline precipitously from fiscal 2026; whereas Curaleaf has presented a clear vision to create value. Aurora's Business is Not Generating Cash, It is Burning It: Operating cash flow was negative in the June quarter, and shareholders remain exposed to substantial additional equity dilution through existing ATM programs. Curaleaf has generated $157 million of operating cash in the LTM period. Aurora's Never-Ending Transformation is Not Working: A six-year program is not a transformation. It is the business model. The current CEO was appointed in September 2020, and business transformation costs have been charged in seven consecutive years. Aurora's Attacks Ignore Curaleaf's Superior Fundamentals: Curaleaf generates operating cash flow, is well positioned to benefit from multiple industry and regulatory catalysts and invests for growth. Access to institutional debt markets reflects lender confidence in this positioning. Curaleaf Offers a Stronger Business and a Better Platform. Shareholders receive equity in a company with broad exposure across U.S. medical and adult-use markets, positive cash flow generation, an international footprint with expansion opportunities, and multiple regulatory catalysts, with a strong growth profile and future cash-generating ability. , /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf"), a leading international provider of consumer and medical cannabis products, today responded to misleading statements contained in Aurora Cannabis Inc.'s (TSX: ACB) (NASDAQ: ACB) ("Aurora") Directors' Circular and reiterated its belief that the Curaleaf offer represents the most compelling path forward for Aurora shareholders.
"Aurora's continued refusal to engage in a meaningful price discussion regarding this transaction is disappointing and shows disregard for the interests of the Company's own shareholders. Not once has there been a counteroffer presented to us, which shows managements' motives to preserve their own positions versus creating value for shareholders," said Boris Jordan, Chairman and Chief Executive Officer of Curaleaf. "Rather than working constructively to evaluate a proposal that delivers immediate value and a substantial premium, Aurora's Board has chosen to rely on hollow arguments that are contradicted by its own actions."
Jordan continued: "Aurora's response sidesteps the fundamental question facing shareholders: if management's plan creates greater value than our offer, where is the evidence? Aurora's own guidance points to declining revenue and EBITDA, continued cash burn and further shareholder dilution. By contrast, Curaleaf offers shareholders a 45% premium and immediate exposure to one of the largest and most diversified cannabis companies in the world."
"We remain ready and willing to engage constructively with Aurora to discuss this offer at any point," Jordan concluded.
FAIR VALUE IS SET BY THE MARKET
Aurora argues that Curaleaf's offer fails to reflect the sum of its parts and points to historical trading levels as evidence of intrinsic value, while also stating that the $5 cap limits incremental upside.
We disagree and Aurora's own actions demonstrate they do as well. Here are the facts:
The offer represents a 45% premium to Aurora's unaffected trading price, which is among the 63rd percentile of Canadian M&A premiums paid over the last 10 years. Excluding cash, the premium represents 110%. This premium is despite Aurora's management guiding to a smaller, less profitable business in fiscal 2027. In addition to the premium, the offer represents an implied CY2026E Adjusted EBITDA multiple of 12.0x, more than 68% higher than comparable Canadian peers. Aurora's Board approved dilutive equity issuances through its ATM program at average prices of US$3.57 during fiscal 2026 and more recently US$3.09 during the June quarter, prices materially below the Curaleaf offer and the value it now claims shareholders should reject. Aurora's share price has hit all-time lows under the current management team. Constant restructuring and inventory impairment charges presented as non-recurring for seven consecutive years. Aurora's management has consistently failed to properly integrate acquisitions and auditors have reported ineffective controls over inventory and biological assets in each year since FY2020 (KPMG resigned as Aurora's auditor in April 2024). The US$5.00 cap represents an 82% premium to Aurora's 30-day VWAP on the unaffected date of August 10, 2026 and a 197% premium on an ex-cash basis. Aurora's criticism of the cap structure is trying to deflect attention from the underlying significant and compelling premium the US$5.00 cap represents. The US$5.00 cap price represents an implied premium within the 92nd percentile of Canadian M&A premiums over the last 10 years. The proposed structure encourages Aurora shareholders to complete a transaction as soon as possible to lock in the exchange ratio and participate in the potential upside with Curaleaf. This is the same structure that Aurora itself used in its prior hostile M&A activity and its cap value had already been hit when the bid was launched publicly. The question shareholders must ask the Board is simple – If Aurora's assets were worth substantially more apart than together why haven't those separation opportunities been pursued after six years of strategic reviews and repositioning efforts by the same management team?
THE DECEMBER 2025 SHARE PRICE IS IRRELEVANT
Aurora highlights that its shares traded above US$5.00 as recently as December 2025.
Shareholders should focus on where the business is headed, not where the share price traded nine months ago. Since December 2025:
Canadian medical revenue has declined significantly and will continue to suffer as the reimbursement rates by Veterans Affairs Canada have been reduced by almost 30%; German regulators have removed insurance reimbursement, a meaningful contributor to Aurora's German business; Quarterly adjusted EBITDA has fallen by 63%; Operating cash flow has turned negative; Management has guided fiscal 2027 revenue to decline toward fiscal 2025 levels; and Fiscal 2027 adjusted EBITDA is expected to be significantly below fiscal 2026 levels. The market is a forward looking mechanism and Aurora's unaffected share price reflected weakening fundamental prospects for fiscal 2027 and beyond prior to our bid.
THE REAL QUESTION IS NOT BALANCE SHEET BUT EQUITY DILUTION
Aurora frequently emphasizes that it has no debt.
This argument omits a critical distinction: Equity shareholders have financed that balance sheet through multiple dilutive ATM programs through which Aurora has sold stock.
Since September 2020 alone, approximately US$398 million has been raised through dilutive share issuances, diluting shareholders by approximately 31%. Aurora maintains additional ATM capacity, while the business continues to rapidly burn cash. Operating cash flow was negative C$4.4 million in the June quarter. Debt can be repaid through cash flow. Equity dilution is permanent. Shareholders should decide for themselves which approach has better preserved ownership value.
CURALEAF'S BUSINESS IS LARGER, MORE DIVERSIFIED AND BETTER POSITIONED
Aurora has sought to characterize Curaleaf's capital structure, tax position, exchange listing, and dual-class share structure as disadvantages.
This argument belies the vastly superior fundamentals of Curaleaf's business. The facts are straightforward:
Curaleaf generated $50 million in operating cash flow and $17 million in free cash flow during the first half of 2026 while continuing to invest $33 million in growth. Curaleaf successfully raised US$500 million of senior secured notes from sophisticated institutional investors, reflecting lender confidence in the durability of its business and future cash flows. CURALEAF'S UNCERTAIN TAX POSITION (UTP) ADDRESSED THROUGH FEDERAL RESCHEDULING
Uncertain tax positions related to IRC section 280E are a well understood phenomenon in the U.S. cannabis market and are captured as liabilities in the valuations and trading multiples of U.S. Cannabis MSOs. The reclassification of medical cannabis from Schedule I to III on April 23, 2026 has removed the 280E tax treatment and ceased future accruals of the liability. The rescheduling of adult use cannabis is currently in process by the DEA and a similar outcome is expected. Curaleaf's UTP balance as a percentage of TEV (13%) is one of the lowest relative to the U.S. cannabis peer average of ~30%. CURALEAF'S DEBT POSITION IS WELL MANAGED AND SUPPORTED BY OPERATING CASH FLOWS
Curaleaf generated US$145 million of operating cash flow over the LTM period ended June 30, 2026, and has the highest revenue and is one of the most profitable operators based on EBITDA amongst its U.S. cannabis peers. Net debt [excluding UTP] represents ~25% of the Company's total capitalization which is below the peer average of 37%. Curaleaf's operating cash flow is expected to grow to approximately US$165 million by FY27E which represents growth of ~20% over FY25 operating cash flow of US$138 million, significantly above the peer average of approximately 3%. Curaleaf's profitability and continued growth of operating cash flows allow for rapid de-leveraging from ~3.3x net debt to LTM adjusted EBITDA to 2.7x by FY2027E. On a pro forma basis, synergies and consolidated operating cash flows will further support de-leveraging. TSX-LISTED CURALEAF LIQUIDITY HAS PROVEN TO EXCEED THAT OF NASDAQ-LISTED AURORA
The TSX is among the largest exchanges globally with more than 2,200 listed issuers making up over C$7 trillion of market capitalization, an exchange that Aurora also trades on; The TSX is the leading exchange for cannabis issuers, representing more than US$6 billion of market capitalization across the sector, almost double the aggregate market capitalization of cannabis companies listed on the tech-heavy NASDAQ. On a 2026 YTD[1] basis, Curaleaf has traded more value on the TSX (US$297 million) relative to Aurora's value traded on the NASDAQ (US$99 million). 2026 YTD1 value traded across all Canadian listings was US$527 million for Curaleaf and US$511 million for Aurora across all ancillary US listings. Ultimately, a company's performance is a more significant driver of its performance vs. the exchange on which it trades. CURALEAF'S DUAL CLASS STRUCTURE IS A BENEFIT AS INCENTIVES ARE ALIGNED WITH SHAREHOLDERS
Management and other Curaleaf insiders own 21 million subordinate voting shares and 31 million multiple voting shares, representing an economic interest of ~20% and approximately US$500 million of value, significantly more than Aurora's insider ownership of ~1%. Some of the largest, founder owned, sector leaders, including some of the most notable companies in the world (Alphabet, Meta, Shopify, Palantir, DoorDash, among others, as well as other U.S. MSOs such as Green Thumb Industries and Trulieve) have multi-class voting structures. In general, Multi-Class Issuers on the TSX have had a track record of outperforming the broader S&P / TSX Composite index with returns2 of 295% vs. 152% for the broader index. Since being appointed CEO on August 16, 2024, Boris Jordan has led Curaleaf's relative share price outperformance exceeding U.S. cannabis peers by ~42 percentage points and outperformance of Aurora by ~57 percentage points over the same period. Boris Jordan has also invested significant personal wealth into building his nearly 20% stake in Curaleaf, making it into the global leader it is today. As such, management incentives are properly aligned with shareholders. He works in the company's headquarters with his executive team overseeing the day-to-day activities of the business, while Aurora's CEO runs a business based in Canada from his home in the U.S. SHAREHOLDERS DESERVE AN ALTERNATIVE TO YEARS OF VALUE DESTRUCTION
Aurora's management argues that it inherited historical challenges and continues to execute a transformation.
This is now the third major strategic repositioning in roughly six years. At some point, transformation ceases to be a temporary phase and becomes the operating model.
The time is up for Aurora's management team to deliver value through their strategic plan – they have had six years to execute their standalone business plan, during which Aurora: Generated cumulative operating cash flow losses of more than C$480 million. Recorded more than C$400 million of inventory impairments and business transformation costs. Taken more than five years to exit its unprofitable and eroding consumer segment. Share price declined 97%, significantly underperforming peers. The Board has maintained one of the most expensive executive compensation packages among industry peers. We encourage all shareholders to ask the following of the Board and its Special Committee:
What is different this time than the last six years? If their current iteration of the business plan and transformation is going to work, why does management's own forecast anticipate lower revenue and lower EBITDA next year? If Aurora is truly committed to maximizing value for shareholders, why have they refused to engage in a single constructive conversation regarding this shareholder maximizing transaction? Importantly, Aurora shareholders are being offered ownership in one of the largest and most diversified cannabis companies globally, with exposure to:
U.S. medical markets; U.S. adult-use markets; European medical cannabis growth; International pharmaceutical distribution; and Potential value creation associated with continued U.S. federal reform. Curaleaf's proposal delivers immediate value, participation in future growth, exposure to significant regulatory catalysts and ownership in a substantially larger and more diversified business.
We believe Aurora shareholders deserve the opportunity to evaluate the Curaleaf proposal and decide for themselves which path offers the better future.
Aurora shareholders are urged to read the offer documents carefully and in their entirety. They are also available on Curaleaf's website and on SEDAR+ (sedarplus.ca) and EDGAR (sec.gov), and Aurora shareholders are encouraged to visit https://grow.curaleaf.com/ for additional information regarding the offer, including the strategic rationale for the offer, expected benefits of the combination of the two companies, FAQs, and other relevant materials.
This press release contains certain "forward-looking statements" within the meaning of such statements under applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward looking statements in this news release include statements regarding the terms of the Offer, the expected benefits of the Offer to the combined company and the financial and strategic benefits of the Offer noted above, synergies and efficiencies that may be achieved upon a combination of the businesses of Aurora and Curaleaf; and expectations with respect to business and geographical diversification of the combined entity. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release, including assumptions based upon Aurora's publicly disclosed information, and that there will be no change in the business, prospects or capitalization of Aurora or Curaleaf. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company's Annual Information Form and continuous disclosure filings, which are available at www.sedarplus.ca.
Cautionary Statement Respecting Aurora Information
The information concerning Aurora contained in this press release has been taken from, or is based upon, publicly available information filed by Aurora with securities regulatory authorities in Canada prior to the date of this press release and other public sources. Aurora has not reviewed this press release and has not confirmed the accuracy and completeness of the Aurora information contained herein. Neither Curaleaf, nor any of its officers or directors, assumes any responsibility for the accuracy or completeness of such Aurora information. Curaleaf has no means of verifying the accuracy or completeness of any of the Aurora information contained in this press release.
Notice to U.S. Holders
The Offer is being made for the securities of a company formed outside of the United States. The Offer is subject to disclosure requirements of Canada that are different from those of the United States. Financial statements included in the documents, if any, will be prepared in accordance with Canadian accounting standards and may not be comparable to the financial statements of United States companies.
It may be difficult for a securityholder in the United States to enforce his/her/its rights and any claim a securityholder may have arising under the U.S. federal securities laws, since the issuer is located in Canada, and some or all of its officers or directors may be residents of Canada or another country outside of the United States. A securityholder may not be able to sue a Canadian company or its officers or directors in a court in Canada or elsewhere outside of the United States for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment.
Securityholders should be aware that the issuer may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Contacts
Media Contact
Kekst CNC
[email protected]
Investor Contact
Curaleaf Holdings, Inc.
[email protected]
Shareholder Contact
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: [email protected]
1 Trading activity from January 1, 2026 to August 10, 2026
2 Returns excluding dividends
Aurora Cannabis vyzvala akcionáře, aby odmítli nepřátelskou nabídku Curaleaf a nic netenderovali. Tvrdí, že nabídka výrazně podhodnocuje firmu a ohrožuje hodnotu i hlasovací práva akcionářů.
Curaleaf's hostile and opportunistic bid significantly undervalues Aurora, and aims to capture Aurora's assets at a discount Aurora is debt free and holds $149 million in cash1, Curaleaf carries over $1 billion in debt2, Aurora shareholders' own cash should not be used to help fix Curaleaf's balance sheet The hostile bid exposes Aurora shareholders to significant risks not fairly disclosed and could meaningfully weaken shareholder rights Aurora's transformation into a global, high-margin medical cannabis leader is delivering results, and the Board believes significant value creation lies ahead Aurora Files Directors' Circular Unanimously Recommending Shareholders REJECT Curaleaf's Hostile Bid by TAKING NO ACTION and NOT TENDERING their shares To keep current with and obtain information about the hostile bid, please visit www.ProtectAurora.com , /PRNewswire/ -- Aurora Cannabis Inc. ("Aurora" or the "Company") (TSX: ACB) (NASDAQ: ACB), the leading Canadian-based global medical cannabis company, today urged shareholders to reject the unsolicited take-over bid ("Hostile Bid") from Curaleaf Holdings, Inc. ("Curaleaf") (TSX: CURA) (OTCQX: CURLF), warning that the Hostile Bid would put Aurora shareholders' value and future upside at risk. Following a comprehensive review by Aurora's Board of Directors (the "Board"), on the unanimous recommendation of a special committee comprised of independent directors (the "Special Committee"), and after receiving external advice from financial and legal advisors, the Board unanimously concluded that the Hostile Bid is not in the best interests of Aurora or Aurora shareholders.
The Board UNANIMOUSLY recommends that Aurora shareholders REJECT the Hostile Bid by TAKING NO ACTION and NOT TENDERING their shares.
The Board UNANIMOUSLY recommends that any Aurora shareholders who have tendered their shares to the Hostile Bid WITHDRAW those shares.
"This transaction would be harmful to Aurora shareholders as the hostile bid is inadequate," said Miguel Martin, Executive Chairman and CEO of Aurora. "Curaleaf has over a $1 billion in debt and is asking shareholders to give up ownership of a stronger, debt-free and growing global medical cannabis company in exchange for an offer with intentionally limited upside, that does not reflect Aurora's fundamental value, exposes shareholders to Curaleaf's risks and would leave shareholders with limited voting influence in a combined company."
"Shareholders of Aurora should understand plainly: Curaleaf is not offering you fair value for your shares, and your cash, your rights and your future upside are at stake," added Mr. Martin. "Curaleaf is attempting to use Aurora shareholders' own cash to help finance this bid, acquire Aurora's assets at a discount and shift material risks onto our shareholders. The Board strongly and unanimously recommends that shareholders reject the offer, by taking no action and do not tender their shares. Aurora has been built for the long-term and staying with our Company is the right decision."
__________________________________
1 "Cash" refers to cash, restricted cash. short term investments and cash equivalents as of June 30, 2026, as filed in our financial statements on August 5,2026 which can be found on Sedar+, EDGAR and Aurora's website.
2 "Debt" refers to indebtedness, financial obligations and lease liabilities as of June 30, 2026, as filed in Curaleaf Holdings Inc financial statements on August 5, 2026, which can be found on Sedar+, EDGAR and Curaleaf's website.
Following the announcement of the Hostile Bid, independent equity research analysts shared their view that the Hostile Bid undervalues Aurora, including:
"We believe the bid undervalues Aurora and does not adequately reflect its medical cannabis leadership, balance sheet flexibility, international expertise, or long-term growth potential." TD Securities Inc. – Canada August 2026
Why the Hostile Bid Is Harmful to Aurora Shareholders
The Hostile Bid is inadequate and significantly undervalues Aurora. The Hostile Bid values Aurora at a significant discount compared to other cannabis companies and does not provide shareholders with a meaningful change of control premium relative to the full value of our business. Curaleaf's stated premium is based on a calculation that Aurora believes makes the Hostile Bid look better than the value shareholders would actually receive, a concern also raised by independent analyst commentary. The Special Committee and the Board received a written opinion from their financial advisor dated September 1, 2026, the full text of which is included in the circular. Curaleaf has over $1 billion in debt2 and would gain control of Aurora shareholders' cash without paying fairly. Aurora is debt-free and has approximately $149 million in cash1 – cash that belongs to its shareholders. Under the Hostile Bid, shareholders would receive only a portion of that value, while Curaleaf would gain control of the remaining funds upon closing. In effect, Curaleaf's Hostile Bid is proposing to use Aurora shareholders' own cash to help fix their balance sheet and acquire Aurora's assets at a discount. The Hostile Bid shifts Curaleaf's risks onto Aurora shareholders. Instead of owning a debt-free company with cash on hand, Aurora shareholders would receive Curaleaf shares that may be harder to trade and could fluctuate in value before and after the bid closes. Shareholders would also be exposed to Curaleaf's share price volatility, high-cost debt, tax uncertainties, regulatory risks, weak governance structure, limited liquidity and lack of a U.S. national securities exchange listing for Curaleaf shares, further impacting U.S.-based Aurora shareholders. Curaleaf has not fairly disclosed the full downside that shareholders would assume. The Hostile Bid asks Aurora shareholders to accept shares in a company with material financial, regulatory, tax and governance risks, while Curaleaf's messaging focuses on headline premiums that do not reflect the value of Aurora's cash, or the underlying value to be generated by our proven strategy and future growth opportunities. Your shareholder rights could be meaningfully weakened. Under Curaleaf's ownership structure, Aurora shareholders would exchange independent ownership for a small minority stake in a company where voting control is concentrated through multi-voting shares. Based on the exchange ratio, Aurora shareholders would own approximately 7.7% of the combined company but hold only approximately 3.2% of the votes, leaving them with limited influence over the company they would partly own. The opportunistic Hostile Bid aims to capture Aurora's assets at a discount. Aurora has spent years building a differentiated global medical cannabis platform, including EU-GMP manufacturing capabilities, regulatory expertise and leadership in high-margin international medical markets. Curaleaf is seeking to acquire those assets before Aurora shareholders receive the full value of their investment. This benefits Curaleaf's shareholders at the expense of Aurora's shareholders. Aurora has a stronger path forward and significant value creation ahead. Aurora's Board and management team continue to execute the Company's strategy, pursue value-enhancing opportunities and evaluate alternatives that are in the best interests of shareholders. Shareholders should not tender into a hostile bid that undervalues Aurora, weakens their rights and transfers value disproportionately to Curaleaf. Aurora's Standalone Plan Offers Superior Value
Over the past several years, Aurora has purposefully transformed into a focused global medical cannabis company, exiting lower-margin businesses, proactively expanding EU-GMP cultivation and manufacturing capacity, and developing an international growth platform that is difficult and expensive to replicate. That strategy is delivering results, including record international revenue and industry-leading margins, and the Board believes the greatest value from this transformation still lies ahead.
A valuable and effective global platform: Aurora has one of the world's largest indoor EU-GMP manufacturing networks, with the regulatory expertise and international footprint that have taken years to build. As EU-GMP standards tighten and global patient demand grows, companies that grow their own EU-GMP supply will hold the advantage. Aurora is strategically positioned to capitalize and maximize on the growing profitable global cannabis opportunities. A strong, flexible balance sheet: Aurora is debt-free with cash on hand, giving it the flexibility to continue investing in high-margin growth, including its recently announced accretive acquisitions expanding its UK medical cannabis presence. A clear path forward: The Board and management continue to execute Aurora's strategic plan and are actively evaluating additional opportunities to continue building long-term shareholder value, including potential alternatives to the Hostile Bid. For further detailed reasons for rejection of the Hostile Bid, please refer to our Directors' Circular that can be accessed here, on Aurora's website, or as filed on Sedar+ and EDGAR.
Shareholders who have already tendered their shares and wish to withdraw them should contact their broker or Kingsdale Advisors promptly for assistance.
Shareholders with questions about the Hostile Bid or who would like to receive ongoing updates may contact Kingsdale Advisors, Aurora's strategic advisor and information agent.
Kingsdale Advisors
Toll-Free (within North America): 1-800-749-9052 Call or Text: 416-623-4172 Email: [email protected] For more information, please go to www.ProtectAurora.com.
About Aurora Cannabis
Aurora is a global leader in medical cannabis, dedicated to improving lives through scientific expertise, proven performance, and a deep commitment to patient care. Aurora serves medical markets across Canada, Europe, Australia, and New Zealand with a portfolio of trusted, leading brands including Aurora®, MedReleaf®, Pedanios®, IndiMed™, San Raf®, and Whistler Medical Marijuana Corporation®. With world-class GMP-certified manufacturing facilities in Canada and Germany, and a team of industry-leading professionals, Aurora continues to expand its global footprint and deliver consistent, high-quality cannabis products with the purpose of Opening the World to Cannabis™.
Learn more at www.auroramj.com and follow us on X and LinkedIn.
Aurora's common shares trade on the NASDAQ and TSX under the symbol "ACB".
Forward Looking Statements
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities laws ("forward-looking statements"). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements made in this news release include, but are not limited to, statements and information about Curaleaf's Hostile Bid, including timing, the Board's recommendation with respect to the same, and expected impacts for Aurora shareholders, statements regarding the Company's strategy and opportunities for creating and increasing long-term value for shareholders, statements regarding the Company's multi-year transformation into a high-margin, global medical cannabis leader and expected impacts on future results, and statements regarding benefits of the Company's EU-GMP platform.
These forward-looking statements are only predictions. Forward-looking information or statements contained in this news release have been developed based on the Company and its management's good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company's business and operations in the future. Forward-looking information and statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including, among other things, assumptions about: development costs remaining consistent with budgets; the ability to manage anticipated and unanticipated costs; access to favorable equity and debt capital markets; the ability to raise sufficient capital to advance the business of the Company; favorable operating and economic conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labour stability; stability in financial and capital goods markets; favorable production levels and costs from the Company's operations; the pricing of various cannabis products; the level of demand for cannabis products; the availability of third-party service providers and other inputs for the Company's operations; and the Company's ability to conduct operations in a safe, efficient, and effective manner. The Company does not give any assurance that the assumptions on which forward-looking information or statements are based will prove to be correct, or that the Company's business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company's control. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. These risks include, but are not limited to, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer sales channels, management's estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the availability of additional capital to complete construction projects and facilities improvements, the risk of successful integration of acquired business and operations, management's estimation that SG&A will grow only in proportion to revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crisis, and other risks as set out under the heading "Risk Factors" in the Company's annual information form dated June 10, 2026 (the "AIF") and filed with Canadian securities regulators available on the Company's issuer profile on SEDAR+ at www.sedarplus.com and filed with and available on the SEC's website at www.sec.gov. The Company cautions that the list of risks, uncertainties and other factors described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.
Aurora Cannabis varuje akcionáře před nepřátelskou nabídkou Curaleaf a tvrdí, že obsahuje nepřesná tvrzení o jejím podnikání. Firma zároveň uvedla, že její mezinárodní čisté tržby vzrostly meziročně o 17 %.
Curaleaf's self-serving portrayal of our business is an attempt to acquire Aurora's world class EU-GMP manufacturing facilities and global medical cannabis footprint at the lowest price possible Aurora's international strategy is working; net revenue is up 17%YOY Contrary to Curaleaf's inaccurate statements, Aurora's high margin German business is growing and continues to be a key driver of Aurora's international growth strategy Shareholders are advised to TAKE NO ACTION pending formal recommendation from the Board and Special Committee. Offer remains open for at least 105 days from the launch of the Hostile Bid Questions about the Offer or would like to stay informed? Please contact Kingsdale Advisors toll-free at 1-800-749-9052 within North America, call or text 416-623-4172 or at [email protected] , /PRNewswire/ -- Aurora Cannabis Inc. ("Aurora" or the "Company") (TSX: ACB) (NASDAQ: ACB), the leading Canadian-based global medical cannabis company, today cautioned shareholders that Curaleaf Holdings, Inc.'s ("Curaleaf") (TSX: CURA) (OTCQX: CURLF) announcement of an unsolicited take-over bid ( "Hostile Bid") appears to contain inaccurate statements about Aurora's business and should be viewed skeptically.
Aurora's Board of Directors, together with a newly formed Special Committee of independent directors, is reviewing Curaleaf's proposal in consultation with financial and legal advisors to determine the course of action that best serves the interests of the Company and its shareholders.
Shareholders are advised to TAKE NO ACTION with respect to the Curaleaf offer at this time.
"Curaleaf's timing and public comments appear to be a transparent attempt to pressure Aurora shareholders into making a short-term decision for the benefit of Curaleaf shareholders," said Miguel Martin, Executive Chairman and CEO of Aurora. "Curaleaf's interest underscores the value that Aurora has created. They are trying to acquire our world-class EU-GMP global infrastructure at the lowest possible price, depriving our shareholders of the long-term value our strategy is built to deliver."
"This opportunistic Hostile Bid comes as Aurora's multi-year transformation into a high-margin, global medical cannabis leader is yielding positive results. With three consecutive years of positive adjusted EBITDA1, accelerating international sales and our recent expansion into the critical UK market, Aurora is reaching a pivotal inflection point," Mr. Martin added.
"The Company's Special Committee of the Board has not yet made a formal recommendation regarding the Offer; Aurora will not let inaccurate statements about the Company stand uncorrected while the review is underway. The Special Committee and Board are focused on protecting shareholder investment and ensuring full value is realized" Mr. Martin concluded.
Setting the record straight
Curaleaf has made several public claims regarding Aurora's operational and market performance that do not accurately or fully reflect the Company's business model or actual financial results:
Response and Engagement to the Offer: As Curaleaf acknowledged in its Hostile Bid circular, Aurora has had several discussions with Curaleaf since June 2026, most recently on August 12. Discussions included Aurora's Lead Independent Director and the Executive Chairman and CEO. Curaleaf's public statements appear to de-emphasize these repeated engagements. International Medical Market Performance: German Market Remains a Major Driver of International Growth: Germany is a key driver of Aurora's 17% year-over-year international net revenue growth in fiscal Q1'27, compared to the prior year quarter, as the Company continues to grow its medical cannabis business in that market. Curaleaf claims that regulatory changes to German medical reimbursement are contributing to a major challenge for Aurora. This is incorrect: the reimbursement market segment accounted for less than 10 percent of Aurora's total German volume prior to these changes. UK Market Position and Growth Opportunities: Aurora is gaining share in the UK, where patients have consistently preferred its high-quality products. On August 19, 2026, Aurora strengthened its position by acquiring Internode Pharma Limited and HAP Pharma Limited, expanding direct distribution in Europe's fastest-growing medical market. Aurora continues to be a market leader in Poland Aurora continues to hold the #1 market share position by revenue in Poland. Increases in annual import limits and a loyal patient base strengthen Aurora's growth outlook in this key, highly-regulated market. Financial Strength Refutes Curaleaf's Claims: Aurora's recent financial performance demonstrates a stronger, more focused business than Curaleaf's characterization suggests. Aurora delivered record global medical cannabis revenue and adjusted EBITDA1 results in FY2026. Momentum continues, with YOY growth in international net revenue and industry leading adjusted gross margins before FV adjustments1 These strong results reflect Aurora's strategy of prioritizing global medical cannabis growth, including exiting the lower-margin Plant Propagation and Canadian Consumer businesses. Curaleaf's Cultivation Claims Ignore the Strength of Aurora's Facilities Curaleaf's comments on Aurora's cultivation methods and output per square foot are inaccurate and outdated, and do not reflect the strength of Aurora's cultivation facilities. Aurora has built specialized expertise in manufacturing facilities that cannot be easily replicated. Through years of operating large-scale EU-GMP-certified facilities, Aurora has developed the scientific, cultivation, regulatory and operational capabilities that support its global medical cannabis strategy. Aurora is proactively expanding capacity to support international growth and ensure consistent supply as regulatory standards tighten and patient demand grows. Over the past five years, Aurora has increased its EU-GMP production capacity by more than 40% and continues to invest further, including through capacity added in the Safari Flower Company transaction. Aurora Shareholders are advised to TAKE NO ACTION with respect to the Curaleaf offer at this time.
Aurora shareholders with questions about the Offer or who would like to stay informed may contact Aurora's strategic advisor and information agent:
Kingsdale Advisors
Toll-Free (within North America): 1-800-749-9052 Call or Text: 416-623-4172 Email: [email protected] ____________________________
1 Note this press release includes certain non-GAAP financial measures, which are intended to supplement, not substitute for, comparable GAAP financial measures. These measures are not standardized financial measures under the financial reporting framework used to prepare Aurora's financial statements and might not be comparable to similar financial measures disclosed by other issuers. These terms and the reconciliations to the most comparable GAAP measures are defined in the "Cautionary Statement Regarding Certain Non-GAAP Performance Measures" section of the FY27 Q1 MD&A, filed August 5, 2026, which can be found on Sedar+, EDGAR and Aurora's website.
About Aurora Cannabis
Aurora is a global leader in medical cannabis, dedicated to improving lives through scientific expertise, proven performance, and a deep commitment to patient care. Aurora serves medical markets across Canada, Europe, Australia, and New Zealand with a portfolio of trusted, leading brands including Aurora®, MedReleaf®, Pedanios®, IndiMed™, San Raf®, and Whistler Medical Marijuana Corporation®. With world-class GMP-certified manufacturing facilities in Canada and Germany, and a team of industry-leading professionals, Aurora continues to expand its global footprint and deliver consistent, high-quality cannabis products with the purpose of Opening the World to Cannabis™.
Learn more at www.auroramj.com and follow us on X and LinkedIn.
Aurora's common shares trade on the NASDAQ and TSX under the symbol "ACB".
Forward Looking Statements
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities laws ("forward-looking statements"). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements made in this news release include, but are not limited to, statements and information about Curaleaf's Hostile Bid, timing and any recommendation with respect to the same, statements regarding the Company's strategy, including expected results with respect to its multi-year transformation into a high-margin, global medical cannabis leader, expectations for accelerating international sales, and continued investment in the Company's EU-GMP platform; and statements regarding the creation of long-term value for shareholders
These forward-looking statements are only predictions. Forward-looking information or statements contained in this news release have been developed based on the Company and its management's good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company's business and operations in the future. Forward-looking information and statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including, among other things, assumptions about: development costs remaining consistent with budgets; the ability to manage anticipated and unanticipated costs; access to favorable equity and debt capital markets; the ability to raise sufficient capital to advance the business of the Company; favorable operating and economic conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labour stability; stability in financial and capital goods markets; favorable production levels and costs from the Company's operations; the pricing of various cannabis products; the level of demand for cannabis products; the availability of third-party service providers and other inputs for the Company's operations; and the Company's ability to conduct operations in a safe, efficient, and effective manner. The Company does not give any assurance that the assumptions on which forward-looking information or statements are based will prove to be correct, or that the Company's business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company's control. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. These risks include, but are not limited to, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer sales channels, management's estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the availability of additional capital to complete construction projects and facilities improvements, the risk of successful integration of acquired business and operations, management's estimation that SG&A will grow only in proportion to revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crisis, and other risks as set out under the heading "Risk Factors" in the Company's annual information form dated June 10, 2026 (the "AIF") and filed with Canadian securities regulators available on the Company's issuer profile on SEDAR+ at www.sedarplus.com and filed with and available on the SEC's website at www.sec.gov. The Company cautions that the list of risks, uncertainties and other factors described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.
Non-GAAP Measures1
This news release contains reference to certain financial performance measures that are not recognized or defined under IFRS (termed "Non-GAAP Measures"). As a result, this data may not be comparable to data presented by other licensed producers of cannabis and cannabis companies. Non-GAAP Measures should be considered together with other data prepared in accordance with IFRS to enable investors to evaluate the Company's operating results, underlying performance and prospects in a manner similar to Aurora's management. Accordingly, these non-GAAP Measures are intended to provide additional information and to assist management and investors in assessing financial performance and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The information included under the heading "Cautionary Statement Regarding Certain Non-GAAP Performance Measures" in the FY27 Q1 MD&A is incorporated by reference into this news release. The MD&A is available on the Company's issuer profiles on SEDAR+ at www.sedarplus.com and on the U.S. Securities and Exchange Commission's (the "SEC") EDGAR website at www.sec.gov.
Curaleaf podala formální nabídku na převzetí Aurora Cannabis za ekvivalent 4,00 USD na akcii, což znamená 45% prémii k nezasažené ceně. Nabídka je otevřená do 1. prosince 2026 v 17:00 (Mountain Time).
Formal offer and take-over bid circular filed and will be delivered to Aurora shareholders
Offer provides total implied consideration of US$4.00 per share, representing a 45% premium to Aurora's Unaffected Share Price and a premium of 110% on an ex-cash basis to Aurora's Unaffected Share Price
Curaleaf remains prepared to engage constructively with Aurora's Board regarding this value-maximizing transaction
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer and medical cannabis products, today announced that it has formally commenced its previously announced proposal (the "Offer") to purchase all of the issued and outstanding common shares of Aurora Cannabis Inc. ("Aurora").
Under the terms of the Offer, Aurora shareholders would receive total implied consideration of US$4.00 per Aurora common share (each, a "Common Share"), comprised of 0.3463 (the "Base Exchange Ratio") of a Curaleaf subordinate voting share (each whole share, an "Offeror Share") plus US$0.75 in cash (the "Cash Consideration") and based on Curaleaf's closing share price of US$9.39 on August 10, 2026 (the day before the Company announced its intention to make the Offer). Based on Aurora's 30-day Volume Weighted Average Price ("VWAP") (as at August 10, 2026 (the day before the Company announced its intention to make the Offer)) of US$2.75 (the "Unaffected Share Price"), the Offer implies a 45% premium to the Unaffected Share Price. Excluding the value of the cash and cash equivalents that Aurora has on its balance sheet, the Offer represents a premium of 110% to the Unaffected Share Price.
Boris Jordan, Chairman of the Board and Chief Executive Officer of Curaleaf, stated: "Today, we are putting this proposal directly in the hands of Aurora shareholders. We believe our Offer provides immediate value and a unique opportunity to participate in the upside of a larger, more diversified global cannabis platform with meaningful exposure to the growth of the U.S. market. By combining Aurora with Curaleaf, we can create the preeminent, scaled industry leader with significant opportunities for long-term growth and value creation. We believe this is a compelling opportunity for both companies and, most importantly, for shareholders."
Curaleaf's Offer follows multiple attempts to engage privately, constructively, and in good faith with Aurora's Board regarding a transaction designed to maximize value for shareholders. Despite these efforts, Aurora repeatedly declined to engage in any meaningful discussions regarding the proposal. Curaleaf's proposal was formulated without the benefit of due diligence and based solely on publicly available information due to Aurora's refusal to engage. Curaleaf remains prepared to engage constructively with Aurora to maximize value for all shareholders.
Mr. Jordan continued: "Given the reduction in Canadian medical cannabis reimbursement rates and the cancellation of German medical cannabis reimbursement, Aurora is facing significant headwinds in its two most prominent markets. These regulatory changes, coupled with consecutive quarters of underperformance, have led to a smaller, less profitable company than Aurora was when its shares traded at materially higher levels in 2025, yet the Aurora Board's assessment of value appears to be anchored to that historical share price. Furthermore, Aurora's shareholders have faced millions of dollars in restructuring costs and billions of dollars in write-offs, as well as continued dilution from an at-the-market equity issuance program at prices below our offer price. Curaleaf is offering Aurora shareholders the opportunity to realize meaningful value today at a significant premium, while becoming owners of the largest cannabis company in the world led by a management team that is deeply committed to long-term value creation."
Terms of the Offer
The Offer will provide holders of Common Shares with consideration consisting of 0.3463 Offeror Shares and US$0.75 in cash for each Common Share deposited under the Offer, representing total implied consideration of approximately US$4.00 per Common Share, based on Curaleaf's closing price of US$9.39 on August 10, 2026 (the day before the Company announced its intention to make the Offer). The Offer is subject to a maximum value per Common Share of US$5.00 (the "Cap Price"). If, on the earlier of the Expiry Time (as defined below) and the date on which all conditions to the Offer have been satisfied or waived, the 20-day VWAP of Curaleaf Shares (the "Calculation Date VWAP") is greater than C$17.05 (assuming an exchange rate for U.S. dollars of C$1.00 = US$0.72) per Offeror Share (the "Cap VWAP Price"), the number of Offeror Shares issuable for each Common Share will be determined by dividing the Cap Price of US$5.00 (less the Cash Consideration of US$0.75) by the Calculation Date VWAP, in accordance with the terms of the Offer.
The Offer will remain open for acceptance until 5:00 p.m. (Mountain Time) on December 1, 2026 (the "Expiry Time"), unless extended, varied or withdrawn in accordance with its terms. Subject to applicable securities laws, Curaleaf may extend the deposit period and, if the statutory minimum tender requirement and all other conditions of the Offer have been satisfied or waived, the Offer will be extended for a mandatory period of at least 10 U.S. Business Days. The Offer is not subject to any financing condition or due diligence condition and is subject to only customary regulatory approvals and other customary conditions, all as described in the Offer Documents (as defined below).
Full details of the Offer are contained in the formal offer and take-over bid circular and related materials (collectively, the "Offer Documents"), which have been filed with the applicable Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission and which will be delivered to Aurora shareholders. Aurora shareholders are urged to read the Offer Documents carefully and in their entirety. The Offer Documents will also be available on Curaleaf's website and on its profile page on SEDAR+ (sedarplus.ca) and EDGAR (sec.gov), and Aurora shareholders are also encouraged to visit https://grow.curaleaf.com/ for additional information regarding the Offer, including the strategic rationale for the Offer, expected benefits of the combination of the two companies, FAQs, and other relevant materials.
Reasons to Tender to the Offer
Among other reasons, Aurora's shareholders are encouraged to tender their Common Shares to the Offer because:
Provides Immediate and Significant Premium and Value Certainty: Aurora shareholders can immediately capture a significant premium and realize cash value today while continuing to participate in the future growth of the combined company through ongoing equity ownership – the Offer represents a 45% premium to Aurora's Unaffected Share Price. Even Higher Premium on an Ex-Cash Basis: Based on Aurora's US$109 million of cash and equivalents (or US$1.62 per share) and assuming dollar-for-dollar value for cash, the Offer implies an ex-cash premium of 110% to the Unaffected Share Price and an ex-cash premium of 127% to the July 7, 2026 closing price, the date Curaleaf sent its initial letter of intent to Aurora. Attractive Implied Valuation Relative to Peers: Based on average analyst consensus estimates, the Offer implies a CY2026E adjusted EBITDA multiple of 12.0x, more than 68% higher than the comparable Canadian peer average of 7.1x, and 58% higher than Aurora's CY2026E adjusted EBITDA multiple of 7.6x. Aurora's Most Recent Guidance Contemplates a Smaller and Less Profitable Business: In Aurora's most recent earnings announcements, Aurora management provided an FY2027 outlook in which they expect to generate lower revenue and lower adjusted EBITDA than the year just ended. The Offer provides Aurora shareholders with an alternative – ownership in a combined company with a growing revenue base, positive operating cash flow and downstream infrastructure that Aurora does not have. Constant Restructuring and Inventory Impairment Charges Presented as Non-Recurring for Four Consecutive Years: Aurora has had inventory impairments and "business transformation" costs in each of fiscal 2024, fiscal 2025, fiscal 2026 and again in the first quarter of fiscal 2027. Over this period, Aurora has incurred almost C$150 million of "non-recurring" costs that have been excluded from its adjusted results. Charges incurred in four consecutive fiscal years are not non-recurring. Aurora Has a Sustained Track Record of Value Destruction: Aurora's balance sheet as at March 31, 2026 reports share capital of C$7.0 billion offset by an accumulated deficit of C$6.4 billion. Approximately 72% of that deficit is the impairment of businesses Aurora has acquired. Between fiscal 2020 and fiscal 2026 Aurora recognized approximately C$4.65 billion of impairments in continuing operations. Combine with the Global Industry Leader with Continued Participation: Through the share component of the Offer, Aurora shareholders would have the opportunity to participate in compelling industry growth alongside the established and successful track record of Curaleaf, which maintains a global cultivation footprint more than three times the size of Aurora and global production capacity almost six times that of Aurora. Increased Diversification Across the Global Cannabis Value Chain: Given Curaleaf's extensive global operations, as well as its infrastructure across all aspects of the cannabis value chain, both medical and adult-use, Curaleaf's business is one of the most diversified cannabis companies in the world. Aurora shareholders will greatly benefit from this diversification. Pro Rata Participation in Expected Synergies: Curaleaf has identified a path to at least US$40 million of annual cost synergies through optimization across corporate overhead, procurement, supply chain operations, and international infrastructure. Aurora shareholders would also benefit from potential revenue synergies from combining Aurora's cultivation, genetics, and medical cannabis capabilities with Curaleaf's distribution, pharmacy, clinic, and patient access footprint. Improved Scale, Liquidity, Capital Markets Presence and Access to Capital: The combined company would be a larger, more diversified global cannabis platform with a pro forma market capitalization of more than US$3.0 billion, enhanced liquidity, broader investor appeal, and expanded future capital markets opportunities. As one of the largest and most diversified cannabis companies globally, the combined entity would be uniquely positioned as the premier public vehicle for blue-chip institutional and long-term investors seeking exposure to a top-tier cannabis investment opportunity – ultimately realizing a lower cost of capital than Aurora experiences today. Potential for Downward Aurora Share Price Impact if the Offer is not Accepted: If the Offer is not successful, Curaleaf believes Aurora's share price may decline toward pre-offer levels, eliminating the premium implied by the transaction. Compelling Strategic Rationale for the Curaleaf-Aurora Cannabis Combination
Curaleaf continues to believe that a combination of the two companies would result in significant strategic and financial advantages. By combining with Curaleaf, Aurora will be able to leverage the strengths of a larger and more diversified global cannabis platform. The combined company is expected to benefit from:
The Creation of the Global Cannabis Champion Through Complementary Strengths: The combination would bring together two of the industry's most respected operators, creating a truly global cannabis leader with significant scale across North America, Europe and other emerging international markets. The combined company would have more than US$1.5 billion of LTM revenue and nearly US$350 million of LTM Adjusted EBITDA. A Stronger Platform for Long-Term Growth: Curaleaf's scale, profitability, capital resources, international operating platform, and extensive distribution infrastructure provide the opportunity to take Aurora's business to the next level. Curaleaf generated approximately US$145 million of operating cash flow for the twelve-month period ended June 30, 2026 and will provide Aurora with enhanced financial flexibility to invest in organic growth initiatives and pursue strategic opportunities that will further strengthen its position in the global medical cannabis market. Unlocking Full Global Potential Through Curaleaf's Infrastructure: Aurora's cultivation, genetics, and medical cannabis capabilities can achieve their greatest reach and impact through Curaleaf's unmatched international infrastructure. Curaleaf's diversified international platform provides Aurora with a unique opportunity to expand its brands, reach more patients, accelerate growth in emerging markets and capitalize on future global legalization trends through an infrastructure that would be difficult to replicate or access through any other strategic combination. Participation in U.S. Cannabis Upside: Aurora shareholders would gain meaningful exposure to the world's largest cannabis market and a series of potentially transformative U.S. regulatory and industry catalysts. Combined with the potential for broader federal legalization, federal rescheduling and increasing restrictions on hemp-derived products provide Aurora shareholders with exposure to growth opportunities that are not currently available through Aurora's standalone international-focused strategy. Leveraging Curaleaf's Extensive Cultivation Experience: Curaleaf has significant cultivation expertise with approximately 472,000 square feet of cultivation canopy and a demonstrated track record of improving productivity, optimizing yields and reducing unit production costs. Since the first quarter of 2024, Curaleaf has increased average yields nearly 90% on a per square foot basis while reducing its cost per gram nearly 50%. Curaleaf's proven cultivation capabilities in yield optimization, genetic innovation, per-plant productivity and cost reduction are expected to support enhanced efficiency and product quality across Aurora's cultivation facilities. Highly Experienced Management Team: Curaleaf is led by a deep, highly experienced management team with extensive expertise across cannabis, healthcare, consumer products, finance, and global operations. Founder, Executive Chairman and Chief Executive Officer Boris Jordan has continued to lead Curaleaf since its inception and has played a pivotal role in its evolution into one of the world's leading cannabis enterprises. Curaleaf's seasoned leadership team continues to drive operational excellence, disciplined capital allocation, and long-term value creation for shareholders, including with a strong track record on integrating acquisitions into the larger Curaleaf platform and infrastructure to drive commercial success. Value Creation Through Superior Capital Allocation: Under the leadership of a management team widely regarded as among the industry's most experienced capital allocators, the combined company is expected to be uniquely positioned to deploy capital, expand into new markets, optimize product portfolios and accelerate long-term growth in ways that neither company could achieve independently. Management Heavily Invested in Curaleaf: Having been personally invested in Curaleaf since 2014, Mr. Jordan remains a significant shareholder of Curaleaf, owning shares representing an economic interest of approximately 18% and US$452 million of value. Management and other insiders collectively own shares representing an economic interest of approximately 20% and US$492 million of value. The Clear Strategic Partner for Aurora: Curaleaf is uniquely positioned to execute a transaction of this scale, combining the size, operational sophistication, financial resources, and global infrastructure necessary to successfully integrate the Company's business. Few, if any, other industry participants possess the complementary geographic footprint, international regulatory expertise and commercial platform required to maximize the value of the Company's assets while providing a compelling path for future growth. Conditions of the Offer
The Offer is subject to customary conditions, including: (i) there being validly deposited under the Offer, and not withdrawn, more than 50% of the outstanding Common Shares, excluding any shares held by the Offeror and other non-independent shareholders; (ii) at least 66⅔% of the outstanding Common Shares (on a fully diluted basis) having been deposited under the Offer; (iii) receipt of all required governmental and regulatory approvals; (iv) no material adverse effect having occurred in respect of Aurora; (v) Aurora's shareholder rights plan not impairing the Offer; and (vi) the absence of any legal, regulatory or other event that would prevent or materially adversely affect completion of the Offer. The Offer is also subject to the effectiveness of the registration statement under the U.S. Securities Act and other customary conditions.
Acknowledgment of Aurora Cannabis Special Committee
Curaleaf acknowledges that, as announced in a press release on August 11, 2026, the Board of Directors of Aurora has formed a Special Committee to review the Offer, and Curaleaf remains open to a dialogue whereby the parties can work toward a constructive, mutually agreeable transaction in a timely manner.
"We remain disappointed that Aurora's management and Board have not meaningfully engaged with us on the merits of our proposal. A one-line response to an offer is not meaningful engagement – it is a dismissal – and Aurora shareholders deserve the opportunity to fully evaluate the potential benefits of this transaction," said Mr. Jordan. "However, we are hopeful that Aurora's Special Committee will see, as we do, that the financial and strategic rationales for a combination with Curaleaf are compelling, and that this transaction is in the best interest of Aurora shareholders. We remain available for productive conversations with the Special Committee to ensure that the benefits of the combination can be realized by the shareholders of both of our companies as soon as possible."
Advisors
Canaccord Genuity Corp. is serving as Curaleaf's financial advisor, Dentons is serving as Curaleaf's legal advisor, Kekst CNC is serving as strategic communications counsel, and Carson Proxy Advisors is serving as proxy solicitation advisor.
Shareholders with questions regarding Curaleaf's Offer can contact Carson Proxy Advisors at 1-800-530-5189 or (+1-416-751-2066 – collect call for shareholders outside of North America) or visit https://grow.curaleaf.com.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Contacts
Media Contact
Kekst CNC
[email protected]
Shareholder Contact
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: [email protected]
This press release contains certain "forward-looking statements" within the meaning of such statements under applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward looking statements in this news release include statements regarding the terms of the Offer, the expected benefits of the Offer to the combined company and the financial and strategic benefits of the Offer noted above, synergies and efficiencies that may be achieved upon a combination of the businesses of Aurora and Curaleaf; and expectations with respect to business and geographical diversification of the combined entity. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release, including assumptions based upon Aurora's publicly disclosed information, and that there will be no change in the business, prospects or capitalization of Aurora or Curaleaf. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company's Annual Information Form and continuous disclosure filings, which are available at www.sedarplus.ca.
Cautionary Statement Respecting Aurora Information
The information concerning Aurora contained in this press release has been taken from, or is based upon, publicly available information filed by Aurora with securities regulatory authorities in Canada prior to the date of this press release and other public sources. Aurora has not reviewed this press release and has not confirmed the accuracy and completeness of the Aurora information contained herein. Neither Curaleaf, nor any of its officers or directors, assumes any responsibility for the accuracy or completeness of such Aurora information. Curaleaf has no means of verifying the accuracy or completeness of any of the Aurora information contained in this press release.
Notice to U.S. Holders
The Offer is being made for the securities of a company formed outside of the United States. The Offer is subject to disclosure requirements of Canada that are different from those of the United States. Financial statements included in the documents, if any, will be prepared in accordance with Canadian accounting standards and may not be comparable to the financial statements of United States companies.
It may be difficult for a securityholder in the United States to enforce his/her/its rights and any claim a securityholder may have arising under the U.S. federal securities laws, since the issuer is located in Canada, and some or all of its officers or directors may be residents of Canada or another country outside of the United States. A securityholder may not be able to sue a Canadian company or its officers or directors in a court in Canada or elsewhere outside of the United States for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment.
Securityholders should be aware that the issuer may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases.
Curaleaf podala nevyžádanou nabídku na převzetí společnosti Aurora Cannabis za 272 milionů USD, tedy 4 USD za akcii. V odvětví konopí se po letech znovu vrací konsolidace.
Curaleaf (CURLF -2.07%) just made one thing clear: Consolidation is back on the cannabis industry's agenda. The U.S. cannabis giant recently launched an unsolicited $272 million bid to acquire Aurora Cannabis (ACB -2.90%), offering $4 per share, a roughly 45% premium to Aurora's 30-day volume-weighted average price.
Curaleaf believes the combined company could generate approximately $1.5 billion in annual revenue, $350 million in adjusted EBITDA, and at least $40 million in annual cost synergies. It's not a bad move, to be sure. But this does beg the question: Could Canopy Growth (CGC +0.99%) also become an acquisition target? It's certainly possible, but there are reasons to be cautious.
What Canopy brings to the table
Unlike Aurora, which has spent the past several years rebuilding its business around international medical cannabis, Canopy is still in the middle of its own turnaround. The company has reduced debt, exited noncore businesses, and shifted its focus toward higher-margin medical cannabis while maintaining strategic exposure to the U.S. market through Canopy USA. It also strengthened its balance sheet earlier this year through a recapitalization that significantly reduced debt.
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Canopy also brings something many potential buyers would find attractive: an established global medical cannabis platform, recognized consumer brands, and operations spanning Canada, Germany, Australia, and several other international markets. But that doesn't necessarily mean Canopy is an obvious fit for every potential acquirer.
Its corporate structure remains more complex than many peers because of its U.S. cannabis holdings, and integrating another large Canadian producer would be a significant undertaking. Any buyer would also need to decide whether Canopy's international assets justify the purchase price and execution risk.
Image source: Getty Images.
The bigger takeaway may not be whether Canopy is next. Cannabis companies are once again looking for scale. After years of oversupply, pricing pressure, and limited access to capital, some operators are discovering that acquiring established businesses may be faster than building new ones.
Whether Canopy ultimately receives an offer remains uncertain. But as the industry matures, companies with established medical cannabis businesses, international distribution, and recognizable brands are becoming increasingly valuable. Canopy checks many of those boxes.
Curaleaf oznámila záměr nabídnout odkup všech akcií Aurora Cannabis za celkovou implicitní hodnotu US$4,00 na akcii. Nabídka zahrnuje 0,3463 akcie Curaleaf a US$0,75 v hotovosti.
Proposed Offer reflects a 45% premium to Aurora's 30-day VWAP and a 110% premium to Aurora's 30-day VWAP excluding balance sheet cash
Provides Aurora shareholders with the opportunity to become owners of the premier global cannabis platform and participate in the significant long-term upside of the combined company
Combines Aurora's EU-GMP cultivation and manufacturing capacity with Curaleaf's EU-GMP processing capabilities and international distribution platform to immediately enhance combined margins and accelerate patient access across Europe, Canada, Australia, and New Zealand
Urges Aurora's Board to engage in good-faith discussions regarding the proposed transaction
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announces its intention to make an offer (the "Offer") to purchase all of the issued and outstanding common shares (the "Aurora Shares") of Aurora Cannabis Inc. (NASDAQ: ACB) (TSX: ACB) ("Aurora") for consideration consisting of subordinate voting shares of Curaleaf (the "Curaleaf Shares") and cash.
The Offer will provide Aurora shareholders with total implied consideration of US$4.00 per share, comprised of 0.3463 Curaleaf Shares (the "Share Consideration"), plus US$0.75 cash (the "Cash Consideration", and collectively with the Share Consideration, the "Offer Consideration"), for each Aurora Share. Based on Aurora's 30-day Volume Weighted Average Price ("VWAP") of US$2.75, the Offer Consideration implies a premium of 45% over the 30-day VWAP. Excluding the value of the cash and cash equivalents that Aurora has on its balance sheet, the Offer represents a premium of 110% premium to Aurora's 30-day VWAP.
In the event of a substantial rise in the trading price of Curaleaf Shares before take-up under the Offer, the value of the Offer Consideration offered for each Aurora Share will be subject to a cap of US$5.00 (based on the 20-day VWAP of Curaleaf Shares, the "Cap Price"). In such case, Curaleaf will adjust the number of Curaleaf Shares offered as consideration in the Offer, such that the Offer Consideration for each Aurora Share is equal to the Cap Price. This Cap Price would represent a premium of 82% over the 30-day VWAP and a 197% premium above 30-day VWAP excluding the value of the cash and cash equivalents that Aurora has on its balance sheet.
No formal take-over bid has been commenced and there is no assurance the proposed offer will ultimately be made.
Boris Jordan, Chairman of the Board and Chief Executive Officer of Curaleaf, stated: "We believe this combination represents a win-win for Curaleaf and Aurora shareholders. We are offering Aurora shareholders a unique opportunity to participate in a more highly diversified global platform and increase their exposure to U.S. regulatory tailwinds. By combining Curaleaf's global distribution platform with Aurora's leading international medical cannabis franchise and EU-GMP cultivation and manufacturing capacity, we see significant potential to unlock value through substantial cost and revenue synergies.
Curaleaf is making its intention public following repeated attempts to engage with Aurora's leadership, beginning with a June 23, 2026 formal letter of intent from Boris Jordan, Chairman of the Board and Chief Executive Officer of Curaleaf, to Aurora's Chairman and CEO Miguel Martin outlining the proposal, its compelling strategic rationale, and Curaleaf's readiness to enter a mutual non-disclosure agreement to conduct reciprocal due diligence. Following Aurora's refusal to engage in good-faith discussions on those terms, Curaleaf sent a follow-up letter on July 7, 2026. To date, Aurora has been unwilling to engage in constructive discussions.
"We approached Aurora privately and constructively on multiple occasion," Mr. Jordan continued. "We were very disappointed that the Board refused to meaningfully engage. We will now take our proposal directly to Aurora shareholders because the premium is significant, the strategic rationale is compelling, and further delay is unjustified. Curaleaf remains ready to engage constructively with Aurora's Board to advance this value-maximizing transaction, and we are prepared to move quickly toward a definitive agreement."
Curaleaf believes a combination of the two companies would result in significant strategic and financial advantages, including:
Create the leading global cannabis platform: The combined company would bring together two leading multi-country operators, boast a footprint in 17 countries across Europe, North America, and other emerging international markets, and a highly attractive financial profile with more than US$1.5 billion of last twelve months' ("LTM") revenue and nearly US$350 million of LTM Adjusted EBITDA. Superior manufacturing and distribution capabilities: Overall, the transaction is expected to be immediately accretive to both Curaleaf International's and the consolidated combined company's margins through greater vertical integration, enhanced control of production and supply, and the capture of value across the international cannabis supply chain. The transaction would secure Curaleaf International's supply chain by providing access to Aurora's more than 50 tons of annual EU-GMP cultivation and manufacturing capacity, including the recently acquired Safari Flower Company, complementing Curaleaf's three operational EU-GMP certified facilities in Portugal, Spain and Canada. Further, Aurora shareholders would benefit from Curaleaf's unmatched international infrastructure, including leading positions in Germany, the U.K., and Poland, as well as extensive pharmacy and clinic networks and a global supply chain spanning Europe and other key international markets. Unlock stronger growth and profitability: The combined company would further extend its position as the global cannabis industry leader while strengthening and solidifying its presence across Europe through a diversified, vertically integrated supply chain spanning cultivation, manufacturing, distribution, and patient access. Curaleaf expects to generate at least US$40 million of annual cost synergies, while also unlocking additional value through the implementation of enhanced cultivation standards, deployment of Curaleaf's leading genetics portfolio across Aurora's facilities, and optimization of cultivation capacity across the combined footprint. These initiatives, together with the companies' complementary assets and market positions, are expected to drive long-term revenue acceleration and margin expansion. Access to the world's largest cannabis market: Aurora shareholders would immediately gain exposure to the U.S. market, which currently generates roughly $32 billion in legal annual sales (as per BDSA). As the U.S. cannabis industry enters a period of potentially transformative regulatory and industry catalysts, including the potential rescheduling of cannabis at the federal level and the continued expansion of legal markets through state-led medical and adult-use legalization initiatives, Curaleaf believes the U.S. presents a significant long-term growth opportunity in the global cannabis sector. With leading positions across key states and in several product categories, a portfolio of established brands, and scaled operations, Curaleaf is uniquely positioned to capitalize on an expanding addressable market, evolving regulatory framework, and increasing consumer adoption. Enhanced scale, liquidity, and access to global capital markets: The combined company would be a larger, more diversified global cannabis platform with a pro forma market capitalization approaching US$3.0 billion, enhanced liquidity, broader investor appeal, and expanded future capital markets opportunities. As one of the largest and most diversified cannabis companies globally, the combined entity would be uniquely positioned as the premier public vehicle for blue-chip institutional and long-term investors seeking exposure to a top-tier cannabis investment opportunity. The full text of each of the June 23, 2026, and July 7, 2026 letters is included on our webpage: https://grow.curaleaf.com.
Advisors
Canaccord Genuity Corp is serving as Curaleaf's financial advisor, Dentons is serving as Curaleaf's legal advisor, Kekst CNC is serving as strategic communications counsel, and Carson Proxy Advisors is serving as proxy solicitation advisor and information agent.
Offer Process
Full details of the Offer will be provided in a formal offer and take-over bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the "Offer Documents") to be filed with Canadian securities regulatory authorities and with the U.S. Securities and Exchange Commission, and mailed to Shareholders. The Offeror will request a list of security holders from Aurora and expects to mail the Offer Documents as soon as practicable after receipt of such list. The Offer will be open for acceptance for a period of 105 days following formal commencement, unless the Offer is extended, accelerated or withdrawn in accordance with its terms. The Offer will be conditional upon certain conditions being satisfied or, where permitted, waived at or prior to the expiry of the Offer. Such conditions will include, among others to be described in the formal offer and take-over bid circular.
The Offer will not be subject to any due diligence or financing conditions.
Intention to Make an Offer
Aurora shareholders should note that Curaleaf has not yet commenced the Offer and should carefully review the cautionary statements set out below in this press release respecting the status of the Offer and the factors that may cause Curaleaf not to make the Offer.
Curaleaf may determine not to make the Offer if: (i) it identifies material adverse information concerning the business, affairs, prospects or assets of Aurora not previously disclosed by Aurora; (ii) Aurora implements or attempts to implement defensive tactics (such as a shareholder rights plan, grant of an option (or similar right) to purchase material assets, material acquisitions, issuances of shares (including, a private placement), or increased indebtedness (including, incurrence of significant new liabilities) in relation to the Offer); (iii) Aurora completes or undertakes to complete any significant transactions; or (iv) Aurora determines to engage with Curaleaf to negotiate the terms of a combination transaction and the parties determine to undertake that transaction utilizing a structure other than a takeover bid (such as a plan of arrangement). Accordingly, there can be no assurance that the Offer will be made or that the final terms of the Offer will be as set out in this press release.
This press release does not constitute an offer to buy or the solicitation of an offer to sell any securities of the Offeror or Aurora.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Contacts
Media Contact
Kekst CNC
[email protected]
Shareholder Contact
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: [email protected]
This press release contains certain "forward-looking statements" within the meaning of such statements under applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward looking statements in this news release include statements regarding the proposed terms of the Offer, the expected benefits of the Offer to the combined company and the financial and strategic benefits of the Offer noted above. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release, including assumptions based upon Aurora's publicly disclosed information, and that there will be no change in the business, prospects or capitalization of Aurora or Curaleaf. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company's Annual Information Form and continuous disclosure filings, which are available at www.sedarplus.com.
In particular, this press release contains forward-looking information concerning:
the Offer, various terms of the Offer and the anticipated timing of commencement of the Offer; expectations with respect to synergies and efficiencies that may be achieved upon a combination of the businesses of Aurora and Curaleaf; and expectations with respect to business and geographical diversification of the combined entity. Cautionary Statement Respecting Aurora Information
The information concerning Aurora contained in this press release has been taken from, or is based upon, publicly available information filed by Aurora with securities regulatory authorities in Canada prior to the date of this press release and other public sources. Aurora has not reviewed this press release and has not confirmed the accuracy and completeness of the Aurora information contained herein. Neither Curaleaf, nor any of its officers or directors assumes any responsibility for the accuracy or completeness of such Aurora information. Curaleaf has no means of verifying the accuracy or completeness of any of the Aurora information contained in this press release.
Notice to U.S. Holders
The Offer will be made for the securities of a company formed outside of the United States. The Offer will be subject to disclosure requirements of Canada that are different from those of the United States. Financial statements included in the documents, if any, will be prepared in accordance with Canadian accounting standards and may not be comparable to the financial statements of United States companies.
It may be difficult for a securityholder in the United States to enforce his/her/its rights and any claim a securityholder may have arising under the U.S. federal securities laws, since the issuer is located in Canada, and some or all of its officers or directors may be residents of Canada or another country outside of the United States. A securityholder may not be able to sue a Canadian company or its officers or directors in a court in Canada or elsewhere outside of the United States for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment.
Securityholders should be aware that the issuer may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases.
Cautionary Statement Respecting Status of the Offer
Curaleaf has not yet commenced the offer noted above in this press release. Upon commencement of the Offer, Curaleaf will file a takeover bid circular with various securities commissions in Canada. The takeover bid circular will contain important information about the Offer and should be read in its entirety by Aurora shareholders and others to whom the Offer is addressed. After the Offer is commenced, Aurora shareholders (and others) will be able to obtain, at no charge, a copy of the offer to purchase, takeover bid circular and various associated documents when they become available on the system for electronic document analysis and retrieval+ (SEDAR+) at www.sedarplus.com. This announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any other solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for any security. The offer will not be made in, nor will deposits of securities be accepted from a person in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, Curaleaf may, in its sole discretion, take such action as it deems necessary to extend the offer in any such jurisdiction.
Curaleaf ve 2. čtvrtletí zvýšila čisté tržby na 340,1 mil. USD a vykázala čistý zisk 12,5 mil. USD. Hrubá marže dosáhla 50 % a upravená EBITDA činila 70,1 mil. USD.
Second quarter 2026 International revenue of $51 million
Second quarter 2026 gross profit margin of 50%
Second quarter net income of $12 million
Second quarter adjusted EBITDA of $70 million
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, today reported its financial and operating results for the second quarter ended June 30, 2026. All financial information is reported in accordance with U.S. generally accepted accounting principles ("U.S. GAAP" or "GAAP") and is provided in U.S. dollars unless otherwise indicated.
Chairman and CEO Boris Jordan said, "Our second quarter results reinforce that our 'Built for Growth' strategy, a disciplined framework focused on customer centricity, brand building, and operational excellence is gaining traction across the business. Second quarter revenue of $340 million grew 10% compared to last year, bolstered by both our domestic and international segments that grew 7% and 26%, respectively. Our U.S. business has clearly regained momentum. This was our second consecutive quarter of domestic year-over-year growth, and an important proof point that our reset is taking hold in a durable way. Gross margin was 50% and adjusted EBITDA was $70 million, representing a 21% margin. Net income from continuing operations was $12.5 million and we ended the quarter with $107 million in cash on the balance sheet."
Mr. Jordan continued, "We have a strong, cohesive team aligned around one common goal: making Curaleaf the global leader in cannabis. While there is still work ahead and significant opportunity to capture, we are firmly on the right path – with the team, strategy, and operating discipline to lead the next phase of cannabis."
Second Quarter 2026 Financial Highlights
Net revenue of 340.1 million, a year-over-year increase of 10% compared to Q2 2025 net revenue of 310.6 million. Sequentially, net revenue increased 5% compared to Q1 2025 net revenue of $324.2 million Gross profit of 169.9 million and gross profit margin of 50%, an increase of 70 basis points year-over-year Net income attributable to Curaleaf Holdings, Inc. from continuing operations of 12.5 million or net income per share from continuing operations of $0.05 Adjusted EBITDA(1) of 70.1 million and adjusted EBITDA margin([1]) of 20.6%, a 120 basis point decrease year-over-year Total cash and cash equivalents at quarter end totaled $107.0 million Six Months Ended June 30, 2026 Financial Highlights
Net revenue of $664.3 million, a year-over-year increase of 8% compared to Q2 2025 net revenue of $617.2 million. Gross profit of $327.2 million and gross margin of 49%, a decrease of 80 basis points year-over-year Net income attributable to Curaleaf Holdings, Inc. from continuing operations of $82.6 million or net income per share from continuing operations of $0.32 Adjusted EBITDA(1) of $133.5 million and adjusted EBITDA margin of 20.1%, a 100 basis point decrease year-over- year Retired and repurchased a total of 1.01 million shares for a total value of $7.4 million Second Quarter 2026 Operational Highlights
Expanded retail footprint in Florida to 73 with new dispensaries opening in Jacksonville Beach and Fernandina Beach bringing the nationwide footprint of operated and managed dispensaries to 174 Launched Dark Heart, the Company's ultra-premium flower brand, across 11 states to strong consumer reception Completed the buyout of the remaining 45% equity interest in Four20 Pharma, the Company's German subsidiary, increasing ownership of Curaleaf International to 100% Applied to register all our medical cultivation, processing, and dispensing locations with the DEA Appointed Torsten Greif, co-founder and managing director of Four 20 Pharma, and Faith Charles, partner at Thompson Hine LLP, to Curaleaf's Board of Directors Post Second Quarter 2026 Operational Highlights
Curaleaf Spain was the first company to receive approval for two cannabis medicines Opened 74th and 75th dispensaries in Edgewater and Boynton Beach, Florida bringing the total operated and managed retail footprint to 176 Began offering trading in listed options on TSX listed CURA shares on Montreal Exchange _________________________
(1)
Adjusted EBITDA, adjusted gross profit and free cash flow are non-GAAP financial measures, and adjusted EBITDA margin and adjusted gross profit margin are non-GAAP financial ratios, in each case without a standardized definition under U.S. GAAP and which may not be comparable to similar measures used by other issuers. See "Non-GAAP Financial Performance Measures" below for definitions and more information regarding Curaleaf's use of non-GAAP financial measures and non-GAAP financial ratios. See "Reconciliation of Non-GAAP financial measures" below for a reconciliation of each non-GAAP financial measure used in this press release from the most directly comparable U.S. GAAP financial measure.
Revenues, net by Segment
($ thousands)
Three Months Ended
June 30, 2026
March 31, 2026
June 30, 2025
Domestic:
Retail revenue
$ 224,378
$ 215,223
$ 216,384
Wholesale revenue
64,046
61,516
53,207
Management fee income
271
248
86
Total revenues, net - Domestic
$ 288,695
$ 276,987
$ 269,677
Three Months Ended
June 30, 2026
March 31, 2026
June 30, 2025
International:
Retail revenue
$ 16,353
$ 15,886
$ 12,929
Wholesale revenue
31,947
28,285
25,970
Management fee income
3,104
3,073
2,010
Total revenues, net - International
$ 51,404
$ 47,244
$ 40,909
Six months ended June 30,
2026
2025
Domestic:
Retail revenue
$ 439,601
$ 436,028
Wholesale revenue
125,562
105,030
Management fee income
519
322
Total revenues, net - Domestic
$ 565,682
$ 541,380
Six months ended June 30,
2026
2025
International:
Retail revenue
$ 32,238
$ 23,988
Wholesale revenue
60,233
48,427
Management fee income
6,177
3,416
Total revenues, net - International
$ 98,648
$ 75,831
Balance Sheet and Cash Flow
As of June 30, 2026, the Company had $107.0 million of cash and $611.5 million of outstanding debt, net of unamortized debt discounts and deferred financing fees.
During the six months ended June 30, 2026, Curaleaf invested $32.9 million in capital expenditures, focused on facility upgrades, automation and selective retail expansion in strategic markets.
Shares Outstanding
The Company's basic weighted average shares outstanding was 263,067,698 and 252,423,544 for the second quarter of 2026 and 2025, respectively.
The Company's basic weighted average shares outstanding was 260,782,402 and 251,912,438 for the six months ended June 30, 2026 and 2025, respectively.
Conference Call Information
The Company will host a conference call and audio webcast for investors and analysts on Wednesday, August 5, 2026 at 5:00 P.M. ET to discuss Q2 2026 earnings results. The call can be accessed by dialing 1-844-512-2926 in North America or internationally at 1-412-317-6300. The conference pin # is 5908337.
A replay of the conference call can be accessed at 1-855-669-9658 in North America or internationally at 1-412-317-0088, using the replay pin # 3175031.
A webcast of the call can be accessed on the investor relations section of the Curaleaf website at ir.curaleaf.com. The teleconference will be available for replay starting at approximately 7:00 P.M. ET on Wednesday, August 5, 2026 and will end at 11:59 P.M. ET on August 11, 2026.
Non-GAAP Financial and Performance Measures
Curaleaf reports its financial results in accordance with U.S. GAAP and also uses certain non-GAAP financial measures and ratios to evaluate performance. These measures, which include "adjusted gross profit," "adjusted gross profit margin," "adjusted EBITDA," "adjusted EBITDA margin," and "free cash flow from operations," do not have standardized definitions under U.S. GAAP and may not be comparable to similar measures used by other issuers.
Curaleaf defines these non-GAAP measures as follows:
Adjusted gross profit: gross profit net of related adjustments. Adjusted gross profit margin: adjusted gross profit divided by total revenues, net. Adjusted EBITDA: income (loss) before interest, taxes, depreciation and amortization, adjusted for share-based compensation expense and other adjustments related to restructuring costs, adult use campaign and political initiatives, as well as acquisition, transaction and other non-recurring costs. Adjusted EBITDA margin: adjusted EBITDA divided by total revenues, net. Free cash flow from operations: net cash provided by operating activities from continuing operations, net of purchases and disposals of property, plant and equipment for continuing operations. Management believes these measures (i) provide investors with additional insight into Curaleaf's financial strength and underlying performance, (ii) align external reporting with how management evaluates results and (iii) facilitate comparisons with other issuers. These measures should not be considered in isolation from, or as a substitute for, U.S. GAAP results nor should they be considered as indicators of Curaleaf's future performance. Reconciliations to the most directly comparable U.S. GAAP measures are provided in the accompanying tables.
Reconciliation of Non-GAAP financial measures
Adjusted gross profit from continuing operations
($ thousands)
Three Months Ended
June 30, 2026
March 31, 2026
June 30, 2025
Gross profit from continuing operations
$ 169,914
$ 157,290
$ 153,084
Other adjustments(1)
850
(125)
980
Adjusted gross profit from continuing
operations(2)
$ 170,764
$ 157,165
$ 154,064
Adjusted gross profit margin from
continuing operations(2)
50.2 %
48.5 %
49.6 %
____________________
(1) Other adjustments for the three months ended June 30, 2026 primarily include restructuring costs of $0.3 million and acquisition, transaction, and other non-recurring costs of $0.6 million. Other adjustments for the three months ended June 30, 2025 primarily include restructuring costs of $0.1 million and acquisition, transaction, and other non-recurring costs of $0.9 million.
(2) Represents a Non-GAAP measure or Non-GAAP ratio. See "Non-GAAP Financial and Performance Measures" section of this press release for definitions and more information regarding Curaleaf's use of Non-GAAP financial measures and Non-GAAP ratios. The table above provides a reconciliation of Gross profit from continuing operations, the most comparable GAAP measure, to Adjusted gross profit from continuing operations, a non-GAAP measure.
Gross profit from continuing operations was $169.9 million in the second quarter of 2026, compared with $153.1 million in the prior-year period. On an adjusted basis, gross profit from continuing operations was $170.8 million compared with $154.1 million in the prior-year period, and adjusted gross profit margin from continuing operations was 50.2%, compared with 49.6% in the prior-year period, an increase of 60 basis points.
Six months ended June 30,
2026
2025
Gross profit from continuing operations
$ 327,204
$ 308,651
Other adjustments(1)
726
1,213
Adjusted gross profit from continuing operations(2)
$ 327,930
$ 309,864
Adjusted gross profit margin from continuing operations(2)
49.4 %
50.2 %
______________________
(1) Other adjustments for the six months ended June 30, 2026 primarily include restructuring costs of $0.3 million and acquisition, transaction, and other non-recurring costs of $0.4 million. Other adjustments for the six months ended June 30, 2025 primarily include restructuring costs of $0.2 million, and acquisition, transaction, and other non-recurring costs of $1.0 million.
(2) Represents a Non-GAAP measure or Non-GAAP ratio. See "Non-GAAP Financial and Performance Measures" section of this press release for definitions and more information regarding Curaleaf's use of Non-GAAP financial measures and Non-GAAP ratios. The table above provides a reconciliation of Gross profit from continuing operations, the most comparable GAAP measure, to Adjusted gross profit from continuing operations, a non-GAAP measure.
Gross profit from continuing operations was $327.2 million in the six months ended June 30, 2026, compared with $308.7 million in the prior-year period. On an adjusted basis, gross profit from continuing operations was $327.9 million, compared with $309.9 million in the prior-year period, and adjusted gross profit margin from continuing operations was 49.4%, compared with 50.2% in the prior-year period, a decrease of (80) basis points.
Adjusted EBITDA
($ thousands)
Three Months Ended
June 30, 2026
March 31, 2026
June 30, 2025
Net income (loss)
$ 12,507
$ 69,783
$ (53,606)
Net loss from discontinued operations
31
(293)
(5,495)
Net income (loss) from continuing operations
12,476
70,076
(48,111)
Interest expense, net
27,566
25,315
25,554
(Benefit) provision for income taxes
(38,784)
(98,705)
31,841
Depreciation and amortization(1)
48,612
47,855
49,164
Share-based compensation
10,271
9,664
8,477
Loss on impairment
41
—
(1,209)
Total other income, net
2,923
4,067
(1,829)
Other adjustments(2)
7,018
5,141
3,986
Adjusted EBITDA(3)
$ 70,123
$ 63,413
$ 67,873
Adjusted EBITDA Margin(3)
20.6 %
19.6 %
21.9 %
_______________________
(1) Depreciation and amortization includes amounts charged to Cost of goods sold on the Statement of Operations of $14.6 million, $14.2 million, and 13.6 million for the quarters ended June 30, 2026, March 31, 2026 and June 30, 2025, respectively.
(2) Other adjustments for the three months ended June 30, 2026 primarily include restructuring costs of $0.8 million, adult use campaign and political initiatives of $3.2 million as well as acquisition, transaction, and other non-recurring costs of $3 million. Other adjustments for the three months ended June 30, 2025 primarily include restructuring costs of $1.2 million, as well as acquisition, transaction, and other non-recurring costs of $2.8 million.
(3) Represents a Non-GAAP measure or Non-GAAP ratio. See "Non-GAAP Financial and Performance Measures" section of this press release for definitions and more information regarding Curaleaf's use of Non-GAAP financial measures and Non-GAAP ratios. The table above provides a reconciliation of Net loss, the most comparable GAAP measure, to Adjusted EBITDA, a non-GAAP measure.
Adjusted EBITDA was $70.1 million for the second quarter of 2026, compared to $67.9 million for the second quarter of 2025, and Adjusted EBITDA margin decreased to 20.6%.
Six months ended June 30,
2026
2025
Net income (loss)
$ 82,290
$ (113,850)
Net income (loss) from discontinued operations
(262)
(15,688)
Net income (loss) from continuing operations
82,552
(98,162)
Interest expense, net
52,881
50,627
Benefit (provision) for income taxes
(137,489)
65,493
Depreciation and amortization(1)
96,467
97,993
Share-based compensation
19,935
13,101
Loss on impairment
41
2,486
Total other income, net
6,990
(4,832)
Other adjustments(2)
12,159
7,261
Adjusted EBITDA(3)
$ 133,536
$ 133,967
Adjusted EBITDA Margin(3)
20.1 %
21.7 %
_____________________
(1) Depreciation and amortization includes amounts charged to Cost of goods sold on the Statement of Operations.
(2) Other adjustments for the six months ended June 30, 2026 primarily include restructuring costs of $2.2 million, adult use campaign and political initiatives of $3.9 million as well as acquisition, transaction, and other non-recurring costs of $6.1 million. Other adjustments for the six months ended June 30, 2025 primarily include restructuring costs of $2.1 million, as well as acquisition, transaction, and other non-recurring costs of $5.2 million.
(3) Represents a Non-GAAP measure or Non-GAAP ratio. See "Non-GAAP Financial and Performance Measures" section of this press release for definitions and more information regarding Curaleaf's use of Non-GAAP financial measures and Non-GAAP ratios. The table above provides a reconciliation of Net loss, the most comparable GAAP measure, to Adjusted EBITDA, a non-GAAP measure.
Adjusted EBITDA was $133.5 million in the six months ended June 30, 2026, compared with $134.0 million in the prior-year period, and Adjusted EBITDA margin 20.1% and 21.7%, respectively.
Free cash flow
($ thousands)
Six months ended
June 30, 2026
Net cash provided by operating activities from continuing operations
$ 50,305
Less: Purchases of property, plant and equipment, net of disposals
(32,915)
Free cash flow from continuing operations(1)
$ 17,390
_____________________
(1) Represents a Non-GAAP measure or Non-GAAP ratio. See "Non-GAAP Financial and Performance Measures" section of this press release for definitions and more information regarding Curaleaf's use of Non-GAAP financial measures and Non-GAAP ratios. The table above provides a reconciliation of Net cash provided by operating activities from continuing operations, a GAAP measure, to Free cash flow from continuing operations, a non-GAAP measure.
Condensed Consolidated Balance Sheets (Unaudited)
($ thousands)
As of
June 30, 2026
December 31, 2025
Assets
Cash and cash equivalents
$ 94,588
$ 89,213
Restricted cash
$ 12,380
$ 12,360
Other current assets
360,829
347,050
Property, plant and equipment, net
505,898
520,386
Right-of-use assets, finance lease, net
107,914
97,599
Right-of-use assets, operating lease, net
121,516
113,274
Intangible assets, net
956,074
1,011,115
Goodwill
633,022
635,117
Other non-current assets
22,136
19,201
Total assets
$ 2,814,357
$ 2,845,315
Liabilities, Temporary equity and Shareholders' equity
Total current liabilities
$ 307,113
$ 294,314
Total non-current liabilities
1,639,784
1,710,720
Redeemable non-controlling interest contingency
—
83,931
Total shareholders' equity
867,460
756,350
Total liabilities, temporary equity and shareholders' equity
$ 2,814,357
$ 2,845,315
Condensed Consolidated Statements of Operations (Unaudited)
($ thousands, except for share and per share amounts)
Three months ended June 30,
Six months ended June 30,
2026
2025
2026
2025
Revenues, net:
Retail and wholesale revenues
$ 336,724
$ 308,490
$ 657,634
$ 613,473
Management fee income
3,375
2,096
6,696
3,738
Total revenues, net
340,099
310,586
664,330
617,211
Cost of goods sold
170,185
157,502
337,126
308,560
Gross profit
169,914
153,084
327,204
308,651
Operating expenses:
Selling, general and administrative
131,677
111,357
254,547
222,176
Depreciation and amortization
34,015
35,481
67,682
70,863
Total operating expenses
165,692
146,838
322,229
293,039
Income from continuing operations
4,222
6,246
4,975
15,612
Other income (expense):
Interest income
149
166
361
338
Interest expense related to notes payable and
deferred consideration liabilities
(17,823)
(14,646)
(32,847)
(28,807)
Interest expense related to lease liabilities and
financial obligations
(9,892)
(11,074)
(20,395)
(22,158)
(Loss) gain on impairment
(41)
1,209
(41)
(2,486)
Other (expense) income, net
(2,923)
1,829
(6,990)
4,832
Total other expense, net
(30,530)
(22,516)
(59,912)
(48,281)
Loss before Benefit (provision) for income taxes
(26,308)
(16,270)
(54,937)
(32,669)
Benefit (provision) for income taxes
38,784
(31,841)
137,489
(65,493)
Net income (loss) from continuing operations
12,476
(48,111)
82,552
(98,162)
Net income (loss) from discontinued operations
31
(5,495)
(262)
(15,688)
Net income (loss)
12,507
(53,606)
82,290
(113,850)
Less: Net (loss) income attributable to non-
controlling interest
—
(445)
(16)
372
Net income (loss) attributable to Curaleaf Holdings,
Inc.
$ 12,507
$ (53,161)
$ 82,306
$ (114,222)
Per share — basic:
Net income (loss) per share from continuing
operations(1)
$ 0.05
$ (0.24)
$ 0.32
$ (0.49)
Basic weighted-average common shares outstanding
263,067,698
252,423,544
260,782,402
251,912,438
Per share – diluted(1):
Net income (loss) per share from continuing
operations(1)
$ 0.05
$ (0.24)
$ 0.31
$ (0.49)
Dilutive weighted-average common shares
outstanding(2)
270,702,440
252,423,544
268,804,422
251,912,438
___________________
(1) Certain non-controlling interests are redeemable at the option of the holders. Amounts recognized as accretion of redeemable non-controlling interests are recorded directly to shareholders' equity and reduce income available to subordinate voting shareholders in the calculation of earnings per share. The redeemable non-controlling interest was settled during the second quarter of 2026. The redeemable non-controlling interest was settled during the second quarter of 2026. The excess redemption value included in the EPS calculation for the six months ended June 30, 2026 relates to accretion recognized through the settlement date.
(2) As a result of the Company's net loss for the three and six months ended June 30, 2025, all potentially dilutive securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive. Accordingly, basic and diluted net loss per share are the same for each period presented.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLD) ("Curaleaf") is a leading global provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Anthem, Curaleaf, Dark Heart, Find, Four20 Pharma, Grassroots, Green Britannia, Huala, JAMS, Reef and Select, provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLD. For more information, please visit https://ir.curaleaf.com.
Media Contact:
MATTIO Communications
[email protected]
Disclaimer
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of Canadian and U.S. securities laws (together, "forward-looking statements"). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on management's current beliefs, expectations or assumptions regarding the future of the Company's business, future plans and strategies, operational results and other future conditions. In addition, management may make or approve certain statements, in future filings with applicable Canadian regulatory authorities and/or the SEC, in press releases or in presentations by representatives of the Company that are not statements of historical fact and which may also constitute forward-looking statements. All statements, other than statements of historical fact, made by management that address activities, events or developments that management expects or anticipates will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, "followed by" or that include words such as "may", "will", "would", "could", "should", "believes", "estimates", "projects", "potential", "expects", "plans", "intends", "anticipates", "targeted", "continues", "forecasts", "designed", "goal" or the negative of those words or other similar or comparable words and includes, among others, information regarding: expectations of the effects and potential benefits of any transactions; statements relating to the Company's business, future activities and developments after the date of this press release, including such things as future business strategy, competitive strengths, goals, expansion and growth. Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments. These statements speak only as of and at the date they are made and are based on information currently available and current expectations at that time.
Holders of the Company's securities are cautioned that forward-looking statements are not based on historical facts, but instead are based on reasonable assumptions and management's estimates at the time they were provided or made and involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties relating to: the legality of cannabis in the U.S., including its classification as a controlled substance under the U.S. Federal Controlled Substances Act (the "CSA"); compliance with anti-money laundering laws and regulations; the lack of access to U.S. bankruptcy protections; financing constraints, including limited access to banking and risks associated with raising additional capital; general regulatory and legal restrictions, including limitations imposed by the TSX; potential legal, regulatory or political changes; licensing and ownership limitations; regulatory actions and approvals from the U.S. Food and Drug Administration ("FDA"), including the risk of increased FDA oversight; potential heightened scrutiny by regulators; loss of foreign private issuer status; internal control deficiencies; litigation exposure; higher compliance costs as a public company in both Canada and the U.S.; recent and proposed U.S. cannabis and hemp licensing legislation; environmental risks, including compliance with environmental regulations and unforeseen environmental liabilities; expansion into foreign jurisdictions; future acquisitions or dispositions; dependence on key suppliers and service providers; enforceability of contracts; risks associated with the Company's SVS, including resale limitations, limited liquidity for U.S. investors, market price volatility as well as significant sales of SVS; reliance on senior management and other key personnel, including challenges in recruiting and retaining such personnel; competitive pressures; risks inherent in agricultural operations; adverse publicity or shifts in consumer perception; product liability and recalls; uncertainty regarding results of future clinical research; reliance on agricultural inputs; limited market data and forecasting uncertainty, including the risk that past performance or financial projections may not be reliable indicators of future results; intellectual property risks; marketing and advertising restrictions; fraudulent or illegal activity by employees, consultants or contractors; labor risks, including potential union activity; information technology failures, cyber-attacks or security breaches; reliance on management services agreements with subsidiaries and affiliates; website accessibility and digital compliance requirements; high bonding and insurance costs; risks associated with leverage and debt management; challenges related to growth and scalability; conflicts of interest; global economic pressures, including tariffs, retaliatory measures and trade disputes; currency exchange fluctuations; risks related to the Company's business structure and securities, including the Company's status as a holding company, lack of dividend history, indebtedness and concentrated voting control; limited shareholder rights in corporate affairs; enforcement challenges against directors and officers residing outside Canada; tax risks and those risks described in Part I — Item 1A — Risk Factors in our Annual Report dated August 5, 2026 for the fiscal year ended December 31, 2025, which has been filed on the Company's SEDAR+ profile at www.sedarplus.ca and on its EDGAR profile at www.sec.gov/edgar/html), and as described from time to time in documents filed by the Company with Canadian securities regulatory authorities.
The purpose of forward-looking statements is to provide the reader with a description of management's expectations, and such forward-looking statements may not be appropriate for any other purpose. Although management believes that the expectations reflected in such forward-looking statements are reasonable, management can give no assurance that such expectations will prove to be correct. A number of factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements, and undue reliance should not be placed on forward-looking statements contained in this press release. Such forward-looking statements are made as of the date of this press release. Management 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 applicable law. Management's forward-looking statements are expressly qualified in their entirety by this cautionary statement.
Neither the Toronto Stock Exchange nor its Regulation Service Provider has reviewed and does not accept responsibility for the adequacy or accuracy of the content of this press release.
Curaleaf jako první získala ve Španělsku registraci pro dva standardizované konopné přípravky podle nového rámce. Přípravky s THC a CBD mohou být dodávány do nemocničních lékáren.
Milestone reinforces Curaleaf's leadership in bringing pharmaceutical-grade cannabis products to emerging international markets
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced that the Spanish Agency of Medicines and Medical Devices ("AEMPS") has formally approved the registration of two standardized cannabis preparations (THC-dominant and CBD-dominant) developed by Curaleaf's Spanish manufacturing subsidiary. These registrations clear the regulatory pathway for the supply of preparations to hospital pharmacies, where they can be used in the production of magistral formulas pursuant to medical prescription. Based on the official registry numbering (CAN-1 and CAN-2), Curaleaf is the first company to register standardized cannabis preparations in Spain under the country's new regulatory framework, Royal Decree 903/2025.
Approved by Spain's Council of Ministers on October 7, 2025, Royal Decree 903/2025 establishes Spain's regulatory framework for the medicinal use of standardized cannabis preparations, setting out the requirements for their production, quality standards, and registration with AEMPS. It provides, for the first time, a clear national pathway for patients to access standardized cannabis preparations through the healthcare system. Curaleaf's registrations under this new framework mark one of the first steps in bringing that pathway to life.
The registrations build on Curaleaf's long-established presence in Spain, where the Company operates an EU-GMP certified manufacturing facility and R&D laboratory in Alicante. In May 2020, Curaleaf's EU-GMP laboratory, Medalchemy SL, secured the first-ever license granted by AEMPS to process medicinal cannabis derivatives for commercial distribution, an early milestone that laid the foundation for today's achievement.
'Spain, a country of nearly 50 million people, has always been central to Curaleaf's vision for Europe, and this registration is a defining moment for us," said Boris Jordan, CEO and Chairman of Curaleaf. "We were the first company to be licensed here in 2020, and we believe we are the first to register under this new framework today. This achievement reflects the strength of our team, our sustained investment in science, and our conviction that patients deserve access to standardized, high-quality cannabis medicines."
The standardized preparations are expected to become available to patients through hospital pharmacies in due course, in line with the requirements of the new framework. Curaleaf will continue to work alongside healthcare professionals and partners to support access as Spain's regulated system takes shape.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem, provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Forward Looking Statement
This news release 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 news release contains forward-looking statements and information concerning the expected availability of the Company's standardized cannabis preparations to patients through hospital pharmacies in Spain, the timing thereof, the anticipated implementation and rollout of Spain's regulatory framework for the medicinal use of standardized cannabis preparations under Royal Decree 903/2025, and the Company's ability to support patient access as that framework takes shape. The availability of these preparations is subject to the requirements of the new regulatory framework, the discretion of Spanish health authorities, and the pace at which the regulated system is implemented and may be delayed or may not occur as anticipated. There can be no assurance that any of these potential effects will be realized within the expected timeframe or at all, as implementation depends on regulatory action and other factors outside the Company's control. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the Company with respect to the matter described in this news release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release 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 uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed on February 26, 2026, which is available under the Company's profile on SEDAR+ at www.sedarplus.ca, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake 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. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.
Curaleaf oznámila, že na burze Montréal Exchange se 13. července 2026 začnou obchodovat opce na její podřízené hlasovací akcie pod symbolem CURA. Firma to označila za uznání své tržní zralosti a vyšší likvidity.
Exchange-initiated listing reflects Curaleaf's growing market maturity, and expands hedging, income, and directional strategies available to investors
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced that exchange-traded options on the Company's subordinate voting shares (the "Shares") are expected to commence trading on the Montréal Exchange (the "MX"), Canada's derivatives exchange, on July 13, 2026, under the symbol "CURA".
"The listing of exchange-traded options on the Montréal Exchange reflects Curaleaf's market capitalization, trading depth and growing institutional relevance," said Boris Jordan, Chairman and CEO of Curaleaf. "Because the listing decision rests solely with the Exchange, we view it as independent recognition of the progress we have made as a public company. Listed options will give investors greater flexibility to hedge risk, pursue income strategies and express a view on Curaleaf's long-term growth—the same tools commonly available to investors in mature equity markets. We welcome the additional flexibility this listing provides investors."
The Company believes the listing will also increase liquidity and improve price discovery by attracting options traders, market makers and institutional investors whose strategies incorporate derivatives.
The decision to list options on a particular security is made solely by the Montréal Exchange based on its own eligibility criteria, including factors such as market capitalization, share price, and trading activity. The Company did not apply for, and does not control, the listing of options on its Shares.
Options listed by the MX are contracts between market participants and are not issued by the Company. The listing of options does not involve the issuance of any Shares or other securities of the Company, has no dilutive effect on shareholders, and does not result in any proceeds to the Company. No action is required by shareholders in connection with the commencement of options trading.
Investors seeking information about options on the Company's Shares, including available series, strike prices, and expiry dates, should consult the Montréal Exchange website at www.m-x.ca or contact their investment advisor. Options involve risk and are not suitable for all investors. Investors should read the disclosure document titled "The Characteristics and Risks of Listed Canadian Options," available from the Canadian Derivatives Clearing Corporation, before trading options.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem, provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Forward Looking Statements
This news release 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 news release contains forward-looking statements and information concerning the expected commencement of options trading on the Montréal Exchange, the expected commencement date thereof, and the potential effects of the availability of listed options on the Company's Shares, including with respect to trading liquidity, price discovery, risk management, investor access, and institutional engagement. The commencement of options trading is subject to the discretion of the Montréal Exchange and may be delayed or not occur as anticipated. There can be no assurance that any of these potential effects will be realized, as trading activity in options and in Shares is determined by market participants and is outside the Company's control. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the Company with respect to the matter described in this news release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release 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 uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed on February 26, 2026, which is available under the Company's profile on SEDAR+ at www.sedarplus.ca, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake 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. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.
