Trulieve Cannabis Corp. (CSE: TRUL) (OTC: TCNNF) (“Trulieve” or “the Company”), today announced the launch of a marketed public offering of Trulieve’s subordinated voting shares in the United States and Canada (the “Offering”). The Company is offering to sell 4,400,440 subordinate voting shares in an underwritten public offering. In addition, Trulieve intends to grant the underwriters a 30-day option to purchase up to an additional 660,066 subordinate voting shares at the public offering price, less the underwriting discounts and commissions. The Offering will be conducted through a syndicate of underwriters led by Canaccord Genuity LLC, as sole book-running manager. The Offering is subject to market conditions and there can be no assurance as to whether or when the Offering may be completed or as to the actual size or terms of the Offering.
Net proceeds from the Offering are expected to be used primarily to fund Trulieve’s business development and for general working capital purposes. Closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Canadian Securities Exchange (the “CSE”) and the applicable securities regulatory authorities.
In connection with the Offering, Trulieve filed a registration statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), but the Registration Statement has not yet become effective. The subordinate voting shares may not be sold, nor may offers to buy be accepted, in the U.S. prior to the time the Registration Statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended. The Offering is being made in the U.S. only by means of a prospectus included in the Registration Statement, copies of which may be obtained from: Canaccord Genuity LLC, Attention: Syndicate Department, 99 High Street, 12th Floor, Boston MA 021990, by email at prospectus@cgf.com. The Registration Statement has also been filed under the Company’s profile on SEDAR at www.sedar.com.
The subordinated voting shares will be offered in all of the provinces and territories of Canada, other than the Province of Quebec, pursuant to a prospectus supplement to the Company’s short form base shelf prospectus dated January 29, 2021, to be filed with the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada. Copies of the Canadian base shelf prospectus and the prospectus supplement, following filing thereof, may be obtained from: Canaccord Genuity LLC, Attention: Syndicate Department, by email at prospectus@cgf.com. Prospective investors should read the base shelf prospectus and the prospectus supplement and the other documents the Company has filed on SEDAR at www.sedar.com before making an investment decision. No securities regulatory authority has either approved or disapproved the contents of this press release.
