PR Newswire | Nov 8, 2021 04:01PM EST

11/08 15:01 CST

Curaleaf Reports Third Quarter 2021 Results WAKEFIELD, Mass., Nov. 8, 2021

- Third quarter 2021 Revenue of $317 million, an increase of 2% sequentially and 74% YoY

- Third quarter 2021 Adjusted EBITDA(1) of $71 million, an increase of 69% YoY

- Third quarter cash flow from operations of $52 million or 16% of revenue

- Completed on October 1, 2021, the previously announced acquisition of Los Sueos Farms

- Entered into definitive agreement to acquire Tryke Companies, a vertically integrated MSO operating in Nevada, Arizona, and Utah

WAKEFIELD, Mass., Nov. 8, 2021 /PRNewswire/ -- Curaleaf Holdings, Inc. (CSE: 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 third quarter ended September 30, 2021. All financial information is provided in U.S. dollars unless otherwise indicated.

Third Quarter 2021 Financial Highlights (Unaudited)

($ thousands, except per share amounts) Q3 2021 Q2 2021 % qoq Q3 2020 % yoy Change Change

Total Revenue $ 317,125 $ 312,205 2% $ 182,408 74%

Gross profit before impact of biological assets 144,909 155,238 -7% 91,775 58%

Gross profit on cannabis sales^(1)(2) 144,368 154,527 -7% 89,669 61%

Gross margin on cannabis sales^(1)(2) 45.6% 49.6% 49.7%

Adjusted EBITDA^(1) 71,363 84,372 -15% 42,295 69%

Net loss attributable to Curaleaf Holdings Inc. (56,917) (7,240) (9,343)

Net loss per share - basic and diluted $ (0.08) $ (0.01) $ (0.01)

See "Non-IFRS Financial and Performance Measures" below for more(1) information regarding Curaleaf's use of Non-IFRS financial measures and other reconciliations.

(2) Cannabis sales excludes Management Fee Income. Gross profit and gross margin on cannabis sales both exclude the impact of biological assets.

Earnings Call: Monday, November 8, 2021, at 5:00 P.M. ETConference ID # is 2599473Replay ID # is 10160750

U.S. Live Call: +1-888-317-6003 U.S. Replay: +1-877-344-7529

International Live Call (Toll): International Replay (Toll):+1-412-317-6061 +1-412-317-0088

Canada Live Call: +1-866-284-3684 Canada Replay: +1-855-669-9658

A webcast of the call can be accessed on the investor relations section of the Curaleaf website at ir.curaleaf.comThe teleconference will be available for replay starting at approximately 7:00 P.M. ETon November 8, 2021, and will end at 7:00 P.M. ET on November 15, 2021

Boris Jordan, Executive Chairman of Curaleaf commented, "During the third quarter we delivered record revenue of $317 million, representing 2% sequential and 74% year-over-year growth. We also generated $52 million of positive operating cash flow. While we faced some transient headwinds during the quarter, we continued to execute well against our strategic initiatives, prioritizing growth and gaining market share. As a result, we remain on track to achieve our $1.2 to $1.3 billion annual revenue guidance, albeit at the lower end of the range, representing growth of over 90%. Strategic M&A remains a key pillar our growth plan. We closed the Los Sueos Farms acquisition in October, and today announced another highly strategic deal to acquire Tryke Companies, a vertically integrated MSO which bolsters our leadership position in Nevada, Arizona, and Utah and will be immediately accretive to our margins and cash flow."

Joe Bayern, Chief Executive Officer of Curaleaf stated, "We continued to successfully execute our plan for long-term growth in the third quarter with a focus on our four pillars of competitive advantage - research & development, commercialization, national distribution, and marketing and brand building. We expanded our scale and reach by strategically growing our retail and wholesale presence and significantly increasing our cultivation capacity both organically and, more recently, through M&A. Significant investments in R&D are a cornerstone of our competitive advantage, and we continued to set ourselves apart with the introduction Cliq by Select in the third quarter, while also expanding our innovative Select Squeeze and Nano Bites products to new markets. Looking to the balance of 2021 and beyond, we will continue to execute our long-term strategy with a focus on gaining market share in a sustainable and profitable manner."

Third Quarter Operating Highlights

* Opened two new dispensaries located in Bordentown, New Jersey and Wells, Maine bringing total retail locations to 109 as of September 30, 2021. * Expanded the number of U.S. wholesale accounts by 6% sequentially, exceeding 2,100 active accounts as of September 30, 2021. * On track to organically add 275,000 square feet of flower canopy by year-end 2021. * Introduced Select Squeeze THC infused beverage enhancer in several new markets including Michigan, New Jersey, and New York. * Launched Cliq by Select premium vape system, a unique hardware design featuring a proprietary pod and durable stainless-steel encasing in Arizona, California, Nevada, and Oregon with additional markets expected by year-end 2021.

Post-Third Quarter Operating Highlights

* Closed the previously announced acquisition of Los Sueos Farms and its related entities bringing total Curaleaf cultivation capacity to approximately 4.4 million square feet and retail locations to 111 as of November 8, 2021. * Entered into a definitive agreement to acquire Tryke Companies, a vertically integrated MSO operating in Nevada, Arizona, and Utah. Tryke owns and operates the Reef-branded dispensaries with four highly trafficked retail stores in Nevada and two in Arizona and brings an extensive and highly complementary vertical portfolio of retail and wholesale distribution, licenses, and cultivation assets to Curaleaf. For more information, please refer to the Company's press release at https://ir.curaleaf.com/.

Financial Results for the Third Quarter Ended September 30, 2021

Revenue (Unaudited)

($ thousands)

Q3 2021 Q2 2021 Q3 2020

Retail revenue $ 224,543 $ 222,147 $ 135,344

Wholesale revenue 92,041 89,347 44,958

Management fee income 541 711 2,106

Total Revenue $ 317,125 $ 312,205 $ 182,408

Total revenue was $317 million for the third quarter of 2021, an increase of 2% from $312 million in the second quarter of 2021 and 74% from $182 million in the third quarter of 2020.

Retail revenue reached $225 million, representing 1% sequential growth and 66% year-over-year growth. Retail revenue represented 71% of total revenue. During the third quarter the Company opened two new dispensaries including one in Bordentown, New Jersey and one in Wells, Maine, reaching 109 dispensaries as of quarter end.

Wholesale revenue grew 3% sequentially and 105% year-over-year to $92 million and represented 29% of total revenue. During the third quarter, total wholesale accounts increased approximately 6% sequentially and exceeded 2,100 accounts at quarter end.

Gross Profit on Cannabis Sales (Unaudited)

($ thousands)

Q3 2021 Q2 2021 Q3 2020

Retail and wholesale revenue $ 316,584 $ 311,494 $ 180,302

Cost of goods sold 172,216 156,967 90,633

Gross profit on cannabis sales $ 144,368 $ 154,527 $ 89,669

Gross profit on Cannabis Sales was $144 million for the third quarter of 2021, an increase of 61% from $90 million in the third quarter of 2020. Gross profit margin was 45.6%, compared with 49.6% in the prior quarter and 49.7% in the third quarter of 2020. The change in gross margin primarily reflects a one-time loss on inventory related to the Eureka, California facility divestiture, lower revenue growth in certain Northeast markets, and the write down of certain other inventory in the third quarter of 2021, partially offset by ongoing cultivation and process efficiencies. Excluding one-time impacts, third quarter 2021 gross margin was 47.7%.

Net Income / (Loss) (Unaudited)

($ thousands)

Q3 2021 Q2 2021 Q3 2020

Total Revenue $ 317,125 $ 312,205 $ 182,408

Gross profit 182,734 184,495 115,783

Income (Loss) from operations 39,988 51,886 16,371

Total other income (expense), net (38,955) (19,026) (6,557)

Income tax benefit (expense) (60,313) (42,624) (18,745)

Net loss (59,280) (9,764) (8,931)

Less: Net loss attributable to non-controlling interest (2,363) (2,524) 412

Net loss attributable to Curaleaf Holdings, Inc. $ (56,917) $ (7,240) $ (9,343)

For the third quarter of 2021, net loss attributable to Curaleaf Holdings, Inc. was $57 million, compared with a net loss of $7 million in the second quarter of 2021 and $9 million in the third quarter of 2020. Higher operating income by $24 million was offset primarily by $42 million of higher tax expense, $25 million of higher other expense, and $8 million of higher interest expense compared with the third quarter of 2020. Third quarter 2021 income tax expense included certain discrete items totaling $10.6 million related to the write-off of certain California net operating losses and the year-to-date accrual for late tax payments.

Adjusted EBITDA

($ thousands)

Q3 2021 Q2 2021 Q3 2020

Net loss $ (59,280) $ (9,764) $ (8,931)

Interest expense, net 25,054 21,330 17,431

Income tax expense 60,313 42,624 18,745

Depreciation and amortization ^(1) 37,132 35,030 26,657

Share-based compensation 13,180 18,370 5,430

Other (income) expense 13,900 (2,304) (10,874)

Change in fair value of biological assets (37,825) (29,257) (24,008)

One time charges ^(2) 18,889 8,343 17,845

Adjusted EBITDA $ 71,363 $ 84,372 $ 42,295

Depreciation and amortization expense in Q3 2021, Q2 2021, and Q3 2020(1) include amounts charged to cost of goods sold on the statement of profits and losses.

One-time charges in Q3 2021 include approximately $13 million of expenses primarily composed of accounting and professional fees, bad(2) debt write off, and employee severance costs mainly related to the Eureka, California facility divestiture and Grassroots acquisition, and a $5.9 million one-time loss on inventory related to a California facility divestiture and inventory write-down in one of our states.

Adjusted EBITDA was $71 million for the third quarter of 2021, an increase of 69% from $42 million in the third quarter of 2020. The year-over-year increase was mainly driven by revenue growth. Adjusted EBITDA margin was 22.5%, compared with 27.0% in the prior quarter and 23.2% in the third quarter of 2020, with the change primarily reflecting lower gross margin and higher SG&A expense related to increased headcount in support of new store openings, higher travel costs, and marketing in support of new product rollouts.

Balance Sheet and Cash Flow

As of September 30, 2021, the Company had $317 million of cash and $342 million of outstanding debt net of unamortized debt discounts.

During the third quarter of 2021, Curaleaf invested $44 million net in capital expenditures, focused on cultivation, processing, and selective retail expansion in strategic markets.

Shares Outstanding

As of September 30, 2021, and June 30, 2021, the Company's weighted average shares outstanding amounted to 703,545,262 and 701,668,932 shares, respectively.

As of September 30, 2021, and June 30, 2021, Company's issued and outstanding SVS plus MVS shares amounted to 704,818,302 and 703,260,526 shares, respectively.

Non-IFRSFinancial and Performance Measures

In this press release Curaleaf refers to certain non-IFRS financial measures such as "Gross Profit on Cannabis Sales" and "Adjusted EBITDA". These measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other issuers. The Company defines "Gross Profit on Cannabis Sales" as retail and wholesale revenues less cost of goods sold. "Adjusted EBITDA" is defined by Curaleaf as earnings before interest, taxes, depreciation and amortization less share-based compensation expense and one-time charges related to business development, acquisition, financing and reorganization costs. Curaleaf considers these measures to be an important indicator of the financial strength and performance of our business. We believe the adjusted results presented provide relevant and useful information for investors because they clarify our actual operating performance, make it easier to compare our results with those of other companies and allow investors to review performance in the same way as our management. Since these measures are not calculated in accordance with IFRS, they should not be considered in isolation of, or as a substitute for, our reported results as indicators of our performance, and they may not be comparable to similarly named measures from other companies. The following tables provide a reconciliation of each of the non-IFRS measures to its closest IFRS measure.

Consolidated Statements of Financial Position

($ thousands)

September 30, December 31,

2021 2020

Unaudited Audited

Assets

Current assets:

Cash $ 317,189 $ 73,542

Accounts receivable 56,762 28,830

Inventory, net 346,205 197,991

Biological assets 80,983 46,210

Assets held for sale 77,904 58,504

Prepaid expenses and other current assets 25,225 10,140

Current portion of notes receivable 2,240 2,645

Total current assets 906,508 417,862

Deferred tax asset 382 5,528

Notes receivable 795 2,000

Property, plant and equipment, net 328,410 242,855

Right-of-use assets, net 282,046 267,168

Intangible assets, net 1,113,825 797,401

Goodwill 512,608 470,144

Investments 7,368 16,264

Prepaid acquisition consideration - 132,234

Other assets 22,879 35,135

Total assets $ 3,174,821 $ 2,386,591

Liabilities and Shareholders' Equity

Current liabilities:

Accounts payable $ 60,761 $ 47,043

Accrued expenses 80,649 57,475

Income tax payable 130,144 79,649

Current portion of lease liability 17,942 15,710

Current portion of notes payable 1,732 6,500

Current contingent consideration liability 9,155 -

Liabilities held for sale 22,257 7,181

Other current liabilities 12,572 6,568

Total current liabilities 335,212 220,126

Deferred tax liability 303,480 226,465

Notes payable 340,251 285,001

Lease Liabilities 291,330 270,495

Non-controlling interest redemption liability 112,686 2,694

Contingent consideration liability 26,147 1,898

Other long term liability 3,861 3,698

Total liabilities 1,412,967 1,010,377

Shareholders' equity:

Share capital 2,200,095 1,754,412

Treasury shares (5,208) (5,208)

Reserves (166,774) (177,744)

Accumulated other comprehensive income (deficit) (3,879) -

Accumulated deficit (275,605) (194,645)

Redeemable non-controlling interest (112,686) (2,694)

Total Curaleaf Holdings, Inc. shareholders' equity 1,635,943 1,374,121

Non-controlling interest 125,911 2,093

Total shareholders' equity 1,761,854 1,376,214

Total liabilities and shareholders' equity $ 3,174,821 $ 2,386,591

Consolidated Statements of Profits and Losses

($ thousands, except for share and per share amounts)

Three Months Ended

September 30,

2021 2020

Unaudited Unaudited

Revenue:

Retail and wholesale revenue $ 316,584 $ 180,302

Management fee income 541 2,106

Total revenue 317,125 182,408

Cost of goods sold 172,216 90,633

Gross profit before impact of biological assets 144,909 91,775

Realized fair value amounts included in inventory sold (112,691) (48,706)

Unrealized fair value gain on growth of biological assets 150,516 72,714

Gross profit 182,734 115,783

Operating expenses:

Selling, general and administrative 101,800 72,664

Share-based compensation 13,180 5,430

Depreciation and amortization 27,766 21,318

Total operating expenses 142,746 99,412

Income (Loss) from operations 39,988 16,371

Other income (expense):

Interest income 129 40

Interest expense (15,659) (12,357)

Interest expense related to lease liabilities (9,524) (5,114)

Gain on investment - 10,606

Impairment of intangible assets (5,672) -

Other income (expense) (8,229) 268

Total other income (expense), net (38,955) (6,557)

Income (Loss) before provision for income taxes 1,033 9,814

Income tax benefit (expense) (60,313) (18,745)

Net loss (59,280) (8,931)

Less: Net income (loss) attributable to non-controlling interest (2,363) 412

Net loss attributable to Curaleaf Holdings, Inc. $ (56,917) $ (9,343)

Loss per share attributable to Curaleaf Holdings, Inc. - basic and diluted $ (0.08) $ (0.01)

Weighted average common shares outstanding - basic and diluted 703,545,262 625,228,556

Consolidated Statements of Profits and Losses

($ thousands, except for share and per share amounts)

Nine Months Ended

September 30,

2021 2020

Unaudited Unaudited

Revenue:

Retail and wholesale revenue $ 887,961 $ 356,937

Management fee income 1,689 39,448

Total revenue 889,650 396,385

Cost of goods sold 461,036 191,490

Gross profit before impact of biological assets 428,614 204,895

Realized fair value amounts included in inventory sold (263,408) (92,322)

Unrealized fair value gain on growth of biological assets 342,837 152,478

Gross profit 508,043 265,051

Operating expenses:

Selling, general and administrative 269,849 158,986

Share-based compensation 36,457 14,764

Depreciation and amortization 76,158 48,243

Total operating expenses 382,464 221,993

Income (Loss) from operations 125,579 43,058

Other income (expense):

Interest income 495 6,459

Interest expense (40,079) (34,208)

Interest expense related to lease liabilities (27,423) (9,404)

Gain on investment - 10,606

Impairment of intangible assets (5,672) -

Other income (expense) (5,510) 2,799

Total other income (expense), net (78,189) (23,748)

Income (Loss) before provision for income taxes 47,390 19,310

Income tax benefit (expense) (133,645) (45,528)

Net loss (86,255) (26,218)

Less: Net income (loss) attributable to non-controlling interest (4,887) 242

Net loss attributable to Curaleaf Holdings, Inc. $ (81,368) $ (26,460)

Loss per share attributable to Curaleaf Holdings, Inc. - basic and diluted $ (0.12) $ (0.05)

Weighted average common shares outstanding - basic and diluted 695,830,455 555,629,066

Consolidated Statements of Cash Flows

($ thousands, except for share and per share amounts)

Nine Months Ended

September 30,

2021 2020

Unaudited Unaudited

Cash flows from operating activities:

Net loss $ (86,255) (26,218)

Adjustments to reconcile loss to net cash provided (used) in operatingactivities:

Depreciation and amortization 102,336 59,480

Share-based compensation 36,457 16,282

Non-cash interest expense 32,872 4,601

Unrealized gain on changes in fair value of biological assets (342,837) (152,478)

Realized fair value amounts included in inventory sold 263,408 92,322

Impairment loss 6,685 -

(Gain)/loss on sale of property, plant and equipment 583 293

Deferred taxes (1,824) 17,770

Gain on contingent liability - (10,606)

Changes in operating assets and liabilities

Accounts receivable (2,283) 8,664

Biological assets 50,309 48,326

Inventories (141,433) (81,335)

Prepaid expenses and other current assets (15,022) (541)

Other assets 4,408 5,541

Accounts payable (1,895) (5,270)

Income taxes payable 51,769 9,984

Accrued expenses 15,277 6,374

Net cash provided by (used in) operating activities (27,445) (6,811)

Cash flows from investing activities:

Purchases of property, plant and equipment, net (117,361) (70,195)

Proceeds from sale of entity 29,828 -

Payments made on completion on acquisitions (7,800) (78,610)

Prepayment of acquisition consideration - (7,500)

Cash acquired from acquisitions 12,879 -

Amounts advanced for notes receivable, net of payments received 1,587 (14,100)

Net cash used in investing activities (80,867) (170,405)

Cash flows from financing activities:

Cash received from financing agreement 57,196 185,723

Proceeds from sale leaseback 23,153 38,640

Debt issuance costs (681) -

Minority buyouts (1,190) (2,508)

Lease liability payments (40,197) (24,495)

Proceeds from minority interest investment in Curaleaf International 84,795 -

Cash received in private placement - 24,552

Principal payments on notes payable (6,085) (2,505)

Acquisition escrow shares returned and retired (7,730) -

Exercise of stock options 4,061 1,237

Issuance of common shares, net of issuance costs 240,572 -

Net cash provided by financing activities 353,894 220,644

Net change in cash 245,582 43,428

Cash at beginning of period 73,542 42,310

Cash held for sale - (1,152)

Effect of exchange rate on cash (1,935) -

Cash at end of period $ 317,189 $ 84,586

About Curaleaf HoldingsCuraleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf and Select, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. In the United States, Curaleaf currently operates in 23 states with 111 dispensaries, 25 cultivation sites, and employs over 5,200 team members. Curaleaf International is the largest vertically integrated cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Canadian Securities Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.

Curaleaf IR Twitter Account https://twitter.com/Curaleaf_IR

Investor Toolkit https://ir.curaleaf.com/investor-toolkit

Investor Relations Website https://ir.curaleaf.com/

Contact Information

Investor Contact:

Curaleaf Holdings, Inc.

Carlos Madrazo, SVP Head of IR & Capital Markets

ir@curaleaf.com

Media Contact:

Curaleaf Holdings, Inc.

Tracy Brady, VP of Corporate Communications

media@curaleaf.com

Disclaimer

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of Canadian securities laws and United States securities laws ("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 business, plans and strategies, operational results and other future conditions of the Company. In addition, the Company may make or approve certain statements in future filings with Canadian securities regulatory authorities, in press releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements. All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company 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 "assumptions", "assumes", "guidance", "outlook", "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: its outlook for and expected operating margins, capital allocation, free flow cash and other financial results; growth of its operations via expansion, for the effects of any transactions; expectations for the potential benefits of any transactions; statements relating to the business and future activities of, and developments related to, the Company after the date of this press release, including such things as future business strategy, competitive strengths, goals, expansion and growth of the Company's business, operations and plans; expectations that planned acquisitions will be completed; expectations regarding cultivation and manufacturing capacity; expectations regarding receipt of regulatory approvals; expectations that licenses applied for will be obtained; potential future legalization of adult-use and/or medical cannabis under U.S. federal law; expectations of market size and growth in the U.S. and the states in which the Company operates; expectations for other economic, business, regulatory and/or competitive factors related to the Company or the cannabis industry generally; and other events or conditions that may occur in the future. Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments. These statements speak only as at the date they are made and are based on information currently available and on the then current expectations. Holders of securities of the Company are cautioned that forward-looking statements are not based on historical facts but instead are based on reasonable assumptions and estimates of management of the Company at the time they were provided or made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, 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 related to: the available funds of the Company and the anticipated use of such funds; the availability of financing opportunities; legal and regulatory risks inherent in the cannabis industry; risks associated with economic conditions, dependence on management and currency risk; risks relating to U.S. regulatory landscape and enforcement related to cannabis, including political risks; risks relating to anti-money laundering laws and regulation; other governmental and environmental regulation; public opinion and perception of the cannabis industry; risks related to contracts with third-party service providers; risks related to the enforceability of contracts; reliance on the expertise and judgment of senior management of the Company, and ability to retain such senior management; risks related to proprietary intellectual property and potential infringement by third-parties; the concentrated voting control of the Company's Chairman and the unpredictability caused by the capital structure; risks relating to the management of growth; increasing competition in the industry; risks inherent in an agricultural business; risks relating to energy costs; risks associated to cannabis products manufactured for human consumption including potential product recalls; reliance on key inputs, suppliers and skilled labor; cybersecurity risks; ability and constraints on marketing products; fraudulent activity by employees, contractors and consultants; tax and insurance related risks; risks related to the economy generally; risk of litigation; conflicts of interest; risks relating to certain remedies being limited and the difficulty of enforcement of judgments and effect service outside of Canada; risks related to future acquisitions or dispositions; sales by existing shareholders; limited research and data relating to cannabis; as well as those risk factors discussed under "Risk Factors" in the Company's Annual Management, Discussion and Analysis dated March 11, 2021, and in the Company's Annual Information Form dated April 28, 2021, 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. In particular, but without limiting the foregoing, disclosure in this press release as well as statements regarding the Company's objectives, plans and goals, including future operating results and economic performance may make reference to or involve forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. A number of factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements. You should not place undue reliance on forward-looking statements contained in this press release. Such forward-looking statements are made as of the date of this press release. 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 applicable law. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement.

This news release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about the Company's prospective results of operations, production and production efficiency, commercialization, revenue and cash on hand, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set second in the above paragraph. FOFI contained in this document was approved by management as of the date of this document and was provided for the purpose of providing further information about the Company's future business operations. The Company disclaims any intention or obligation to update or revise any FOFI contained in this document, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein. The financial information reported in this news release is based on unaudited management prepared financial statements for the quarter ended June 30, 2021. Accordingly, such financial information may be subject to change. Financial statements for the period will be released and filed under the Company's profiles on SEDAR at www.sedar.com no later than August 12, 2021. All financial information contained in this news release is qualified in its entirety with reference to such unaudited financial statements. While the Company does not expect there to be any material changes, to the extent that the financial information contained in this news release is inconsistent with the information contained in the Company's unaudited financial statements, the financial information contained in this news release shall be deemed to be modified or superseded by the Company's unaudited financial statements. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws.

Neither the Canadian Securities Exchange nor its Regulation Service Provider has reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

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SOURCE Curaleaf Holdings, Inc.