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Trulieve Enters Fifth State with Two Acquisitions in Pennsylvania, Creating a Vertically Integrated Operation

Editor's Note: Trulieve CEO Kim Rivers spoke at Cannabis Conference Virtual on Sept. 15 during a Fireside Chat with Cannabis Conference Editorial Director Noelle Skodzinski on "Monitoring and Improving Company Performance and Capital." For more information, please visit www.CannabisConference.com.

TALLAHASSEE, FL, Sept. 16, 2020 /CNW/ - PRESS RELEASE - Trulieve Cannabis Corp. has announced that it has entered into definitive agreements pursuant to which Trulieve has agreed to acquire cultivator and producer PurePenn LLC and Pioneer Leasing & Consulting LLC, as well as dispensary operator Keystone Relief Centers LLC, doing business as Solevo Wellness.

Key Transaction Benefits:

Delivers an accretive transaction on an EBITDA basisBroadens Trulieve's multi-state footprint to Pennsylvania, the fifth most populated and limited-license state, adding to Trulieve's existing operations in Florida, California, Massachusetts and Connecticut Expands Trulieve's cultivation footprint with the addition of one of Pennsylvania's leading cultivators and producers with 35,000 square feet of existing cultivation, with planned expansion to 90,000 square feet by Q1 2021 Adds three fully operational dispensaries in premier Pittsburgh-area locations to Trulieve's rapidly growing retail footprint of 60 dispensaries nationally Provides Trulieve with the ability to enter the Pennsylvania market with existing vertical operations Further strengthens Trulieve's experienced leadership with engaged and aligned local management teams

Kim Rivers, Trulieve CEO, stated, "We are extremely excited to announce the acquisition of PurePenn and Solevo as these companies are proven and profitable operators with strong management teams, state of the art facilities, a premium product portfolio, and strong patient base."

Rivers continued, "We believe Pennsylvania is one of the most attractive cannabis markets in the United States and these acquisitions align with our focus on expanding within the northeast. The combination of these companies, coupled with Trulieve's supply chain expertise, customer and brand-centric approach, and ability to profitably grow will propel us into a strong leadership position in the state."

PurePenn

PurePenn is a cultivation and production company, producing pharmaceutical-grade medical marijuana products. It offers a range of products such as concentrates, flower, oil, capsules and tinctures, and its portfolio includes some of the highest THC potencies in the Pennsylvania program, with 750mg THC per 30mL bottle tincture and the original THCA sand with potencies in excess of 96%. PurePenn currently operates a 35,000-square-foot cultivation and processing facility in McKeesport, Penn., which is undergoing expansion to 90,000 square feet, expected to be operational by Q1 2021. The PurePenn facility also provides room for future expansion as Trulieve grows its operations in Pennsylvania.

Under its current 100% wholesale model, PurePenn's sizeable cultivation footprint supplies an extensive distribution network, including Solevo and other private and public medical marijuana companies.

The acquisition allows Trulieve to expand its cultivation presence into the Pennsylvania market.  As of the end of the second quarter of 2020, the state of Pennsylvania reported that out of the 33 companies permitted to cultivate in the state, only 26 grower/processors were deemed operational, and of those, only 15 of those were actively shipping to dispensaries.

"We are excited to join Trulieve, as well as Solevo, who we have an established relationship with, and see this as an incredible opportunity to combine Trulieve's seed to sale structure with our wholesale model," said Gabe Perlow, CEO of PurePenn.  "We look forward to continuing to add to our cultivation to meet the wholesale demand in the state, as well as being part of a vertical integration model – the best of both worlds.  The announcement today provides new opportunities for PurePenn and we believe this will accelerate our already rapid growth." 

Solevo Wellness

Solevo owns and operates three dispensaries, located in premier Pittsburgh-area locations, including the first dispensary to open in Allegheny County in February 2018. Solevo is dedicated to providing medical marijuana relief solutions for Pennsylvanians certified with serious medical conditions such as intractable pain including arthritis, and other serious medical conditions including glaucoma, cancer, autism, Parkinson's disease, MS, IBS and HIV/AIDS.

The acquisition expands Trulieve's retail presence into the fifth-most populated state in the U.S., with approximately 13 million people and an expanding medical marijuana patient base of 330,000 patients as of June 30, 2020. The medical market size in Pennsylvania is estimated to be US$420 million in 2019 and is anticipated to grow to US$575M by the end of 2020, according to BDS Analytics. As of the end of the second quarter of 2020, only 87 of the potential 198 dispensary locations were operational and servicing the 330,000 patients in the state.

"We are extremely excited to join Trulieve to bring their strong brand presence to the Pennsylvania market.  We share the same patient-centric core values and strive to develop best-in-class service by providing quality products and delivering the highest standard of professional care," said Dr. Robert Capretto, Chairman of the Board of Solevo. "We are looking forward to bringing the Trulieve brand to the market, which we anticipate will be well-received by our patients and communities."

Proposed Transactions

Trulieve has agreed to acquire PurePenn for an upfront payment of $46 million, comprised of $27 million in Trulieve subordinate voting shares and $19 million in cash, plus a potential earn-out payment of up to approximately $60 million in Trulieve Shares based on the achievement of certain agreed EBITDA milestones.

Trulieve has agreed to acquire Solevo for an upfront purchase price of US$20 million, comprised of $10 million in cash and $10 million in Trulieve Shares, plus a potential earn-out payment of up to approximately $15 million in Trulieve Shares based on the achievement of certain agreed EBITDA milestones.

Both acquisitions are agreed as of Sept. 16, 2020. The transactions are subject to customary closing conditions and regulatory approvals and are expected to close during the fourth quarter of 2020. Each acquisition is an arms length transaction and neither involve a finder's fee. The acquisitions will result in a change of control for both PurePenn and Solevo.

The Trulieve Shares issued in conjunction with the transactions are subject to various hold periods of up to 18 months following the closing date of each respective transaction.

Advisors and Counsel

For both the PurePenn and Solevo transactions: Canaccord Genuity Corp. is acting as the exclusive financial advisor to Trulieve, and Akerman LLP is acting as legal counsel to Trulieve. Saul Ewing Arnstein & Lehr LLC is acting as legal counsel to PurePenn and PLC and Metz Lewis Brodman Must O'Keefe LLC is acting as legal counsel to Solevo.

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