[PRESS RELEASE] – TALLAHASSEE, Fla., Dec. 17, 2025 – Trulieve Cannabis Corp., a leading and top-performing cannabis company in the U.S., announced the closing of a private placement of 10.5% senior secured notes due 2030 for aggregate gross proceeds of US$140 million (the "offering"). The size of the offering was increased, given the market demand for the notes.
The notes were issued at 100% of face value and are senior secured obligations of the company. The notes bear interest at a rate of 10.5% per annum, payable semiannually in equal installments until the maturity date, unless earlier redeemed or repurchased. The notes will mature on Dec. 17, 2030, and may be redeemed in whole or in part, at any time from time to time, on or after Dec. 17, 2027, at the applicable redemption price set forth in the second supplemental indenture governing the notes.
The offering was conducted on a "best-efforts" basis pursuant to the terms of an amended and restated agency agreement between the company and Canaccord Genuity Corp., as sole agent and sole bookrunner. The company has made the required filings to list the notes on the Canadian Securities Exchange (CSE) following the expiry of the four-month Canadian statutory hold period.
The company intends to use the net proceeds of the offering for capital expenditures and other general corporate purposes.
The offering and sale of the notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the laws of any other jurisdiction. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.
