[PRESS RELEASE] – STAMFORD, Conn., Oct. 5, 2026 – Curaleaf Holdings Inc., a leading international provider of consumer and medical cannabis products, announced that it will file a Notice of Variation and Change to increase its offer (the "enhanced offer") to acquire all of the issued and outstanding common shares (the "Aurora shares") of Aurora Cannabis Inc. for consideration consisting of subordinate voting shares of Curaleaf (the "Curaleaf shares") and cash.
Under the terms of the enhanced offer, Aurora shareholders would receive total implied consideration of US$5 per Aurora share, comprised of 0.4013 Curaleaf shares (the "share consideration") plus US$1 cash (the "cash consideration," and collectively with the share consideration, the "amended consideration") based on Curaleaf's U.S. dollar equivalent closing share price of C$14.21 (C$1.00 = US$0.7015) on Oct. 2, 2026.
Based on Aurora's 30-day volume-weighted average price (VWAP) of US$2.75 as of Aug. 10, 2026 (the day before Curaleaf announced its intention to make its initial offer (the "unaffected share price")), the enhanced offer represents a premium of 86% to Aurora's unaffected share price. Excluding the value of the cash and cash equivalents that Aurora has on its balance sheet, including its subsequent equity issuances pursuant to its at-the-market (ATM) program issued during its fiscal first quarter, the enhanced offer represents a premium of 217% to the ex-cash unaffected share price.
The enhanced offer will also increase the offer's maximum consideration per Aurora share from US$5 to US$6 (the "cap price"). The cap price would represent a premium of 118% to Aurora's unaffected share price and a 295% premium to the ex-cash unaffected share price.
Curaleaf Board Chairman and CEO Boris Jordan said, "Over the past several weeks, we have met with a significant percentage of Aurora's shareholder base, all of whom are supportive of the strategic rationale for the deal. This increased offer reflects careful consideration and shareholder input, demonstrating our continued commitment to reaching a successful outcome.
"Importantly, we are enhancing our proposal despite Aurora's refusal to engage and provide access to customary due diligence. We view this as a significant good-faith step that demonstrates our conviction in the merits of a combination and the value creation opportunity it represents.
"We have demonstrated our willingness to act in the best interest of shareholders. While this is not how we would expect to engage in a sale process, we are prepared to act because we believe strongly in the value creation opportunity. Importantly, if Aurora is providing diligence access to other parties, shareholders deserve a fair and open process that includes Curaleaf."
A combination of Curaleaf and Aurora would create the global cannabis leader, with operations across 17 countries, more than US$1.5 billion of last-12-month (LTM) revenue, nearly US$350 million of LTM adjusted EBITDA and at least US$40 million of expected annual cost synergies. Aurora shareholders would retain exposure to Aurora's international business while gaining ownership in Curaleaf's leading U.S. platform and future regulatory upside.
The combined company would be a larger, more diversified global cannabis platform with a pro forma market capitalization in excess of US$3 billion, with its scale, diversity and enhanced liquidity providing a significantly lower cost of capital than Aurora has today, providing Aurora shareholders with greater opportunities to capitalize on the global cannabis sector.
Curaleaf will be filing a Notice of Variation, Change and Extension to its offer to purchase and circular and related offer materials to reflect the enhanced offer with the applicable Canadian securities regulatory authorities and a new registration statement on Form F-80 with the U.S. Securities and Exchange Commission. The Notice of Variation and Change is expected to be filed promptly. Aurora shareholders and other interested parties can find additional information regarding Curaleaf's Enhanced Offer, including materials and instructions on how to tender their shares, at grow.curaleaf.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
Although we do not believe required, as a sign of our commitment to the enhanced offer, the Notice of Variation and Change will also include the pro forma financial statements that Aurora suggests should be provided. The Notice of Variation and Change will also extend the expiry time under the offer from 5 p.m. (Mountain Time) on Dec. 1, 2026, to 11:59 p.m. (Mountain Time) on Dec. 4, 2026.
