[PRESS RELEASE] – STAMFORD, Conn., Oct. 6, 2026 – Curaleaf Holdings Inc., a leading international provider of consumer and medical cannabis products, announced that it has filed a Notice of Variation, Change and Extension ("Notice of Variation") 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. The filing of the Notice of Variation follows through on Curaleaf's Oct. 5 announcement of its intent to make the enhanced offer.
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.
In addition to making the enhanced offer, the Notice of Variation also addresses certain technical comments raised by Aurora to Curaleaf's initial offering circular of Aug. 18, 2026. Contrary to Aurora's assertions, Curaleaf does not agree with Aurora's technical comments, including the need to provide pro forma financial statements. Curaleaf has addressed these issues voluntarily, and not in response to any action by any regulator, in order to remove this distraction from the conversation. Rather than focusing on such technicalities, Aurora should engage with Curaleaf, which would enable Curaleaf and Aurora to provide a comprehensive and truly meaningful view of the potential of the combined business.
Curaleaf has filed the Notice of Variation with the applicable Canadian securities regulatory authorities and a new registration statement on Form F-80 with the U.S. Securities and Exchange Commission. 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.
