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Curaleaf Holdings, Inc SEDAR Version Curaleaf Holdings, Inc. CSE FORM 2A LISTING STATEMENT DATED AS OF OCTOBER 26, 2018 Curaleaf Holdings, Inc. will derive a substantial portion of its revenues from the cannabis industry in certain states of the United States, which industry is illegal under United States federal law. Curaleaf Holdings, Inc. will be directly involved (through its licensed subsidiaries) in the cannabis industry in the United States where local state laws permit such activities. Currently, its subsidiaries and managed entities are directly engaged in the manufacture, possession, use, sale or distribution of cannabis and/or hold licenses in the adult-use and/or medicinal cannabis marketplace in the States of Arizona, Connecticut, Florida, Maine, Maryland, Massachusetts, Nevada, New Jersey, New York and Oregon; have a licensing application pending in the State of California; and have partnered with an accredited medical school to obtain a clinical registrant license in the Commonwealth of Pennsylvania. The United States federal government regulates drugs through the Controlled Substances Act (21 U.S.C.§ 811), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug. Under United States federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of accepted safety for the use of the drugunder medical supervision. The United States Food and Drug Administration has not approved marijuana as a safe and effective drug for any indication. In the United States marijuana is largely regulated at the state level. State laws regulating cannabis are in direct conflict with the federal Controlled Substances Act, which makes cannabis use and possession federally illegal. Although certain states authorize medical or adult-use cannabis production and distribution by licensed or registered entities, under U.S. federal law, the possession, use, cultivation, and transfer of cannabis and any related drug paraphernalia is illegal and any such acts are criminal acts under federal law. The Supremacy Clause of the United States Constitution establishes that the United States Constitution and federal laws made pursuant to it are paramount and in case of conflict between federal and state law, the federal law shall apply. On January 4, 2018, U.S. Attorney General Jeff Sessions issued a memorandum to U.S. district attorneys which rescinded previous guidance from the U.S. Department of Justice specific to cannabis enforcement in the United States, including the Cole Memorandum (as defined herein). With the Cole Memorandum (i) rescinded, U.S. federal prosecutors have been given discretion in determining whether to prosecute cannabis related violations of U.S. federal law. There is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the Controlled Substances Act with respect to medical and/or adult-use cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current federal law. If the federal government begins to enforce federal laws relating to cannabis in states where the sale and use of cannabis is currently legal, or if existing applicable state laws are repealed or curtailed, Curaleaf Holdings, Inc.’s business, results of operations, financial condition and prospects would be materially adversely affected. See Section 18 of this Listing Statement – Risk Factors for additional information on this risk. In light of the political and regulatory uncertainty surrounding the treatment of U.S. cannabis-related activities, including the rescission of the Cole Memorandum discussed above, on February 8, 2018, the Canadian Securities Administrators published a staff notice (“Staff Notice 51-352”) setting out the Canadian Securities Administrator’s disclosure expectations for specific risks facing issuers with cannabis-related activities in the United States. Staff Notice 51-352 confirms that a disclosure-based approach remains appropriate for issuers with U.S. cannabis-related activities. Staff Notice 51-352 includes additional disclosure expectations that apply to all issuers with U.S. cannabis-related activities, including those with direct and indirect involvement in the cultivation and distribution of cannabis, as well as issuers that provide goods and services to third parties involved in the U.S. cannabis industry. TABLE OF CONTENTS 1. Glossary ........................................................................................................................................................... 4 2. Corporate Structure ....................................................................................................................................... 12 3. General Development of the Business .......................................................................................................... 14 4. Narrative Description of the Business ........................................................................................................... 41 5. Selected Consolidated Financial Information ................................................................................................ 50 6. Management’s Discussion and Analysis ....................................................................................................... 51 7. Market for Securities ..................................................................................................................................... 51 8. Consolidated Capitalization .......................................................................................................................... 51 9. Options to Purchase Securities ...................................................................................................................... 52 10. Description of the Securities ......................................................................................................................... 56 11. Prior Sales ..................................................................................................................................................... 62 12. Escrowed Securities ...................................................................................................................................... 62 13. Principal Shareholders ................................................................................................................................... 63 14. Directors and Officers ................................................................................................................................... 63 15. Capitalization ................................................................................................................................................ 71 16. Executive Compensation ............................................................................................................................... 73 17. Indebtedness of Directors and Executive Officers ........................................................................................ 77 18. Risk Factors ................................................................................................................................................... 77 19. Promoters ...................................................................................................................................................... 97 20. Legal Proceedings ......................................................................................................................................... 97 21. Interest of Management and Others in Material Transactions ....................................................................... 98 22. Auditors, Transfer Agents and Registrars ..................................................................................................... 98 23. Material Contracts ......................................................................................................................................... 98 24. Interest of Experts ......................................................................................................................................... 98 25. Other Material Facts ...................................................................................................................................... 99 26. Financial Statements ................................................................................................................................... 105 SCHEDULES Schedule A – Summary of the Transactions ........................................................................................................... A-1 Schedule B – Annual and Interim MD&A of Curaleaf .......................................................................................... B-1 Schedule C – Audited Consolidated Financial Statements of Curaleaf .................................................................. C-1 Schedule D – Unaudited Consolidated Financial Statements of Curaleaf .............................................................. D-1 Schedule E – Audited Consolidated Financial Statements of LVI ......................................................................... E-1 Schedule
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