Curaleaf Enters into an Equity Purchase Agreement for the Virginia Assets of The Cannabist Company

Curaleaf (OTCQX: CURLF) entered a binding commitment to acquire The Cannabist Company’s Virginia assets, including a fully operational cultivation facility, five retail dispensaries and the right to open one additional dispensary.

Rhea-AI Summary

Curaleaf (OTCQX: CURLF) entered a binding commitment to acquire The Cannabist Company’s Virginia assets, including a fully operational cultivation facility, five retail dispensaries and the right to open one additional dispensary.

Curaleaf expects the transaction to close in the first quarter of 2026, subject to customary closing conditions and a 15-business-day go-shop period that ends December 22, 2025 at 11:59 p.m. ET. If a competing bid is accepted during the go-shop or if noteholder consent is not obtained, Curaleaf is entitled to a $3.3 million break-up fee plus up to $350,000 of associated expenses.

Positive

• Adds a fully operational cultivation facility in Virginia
• Acquires five retail dispensaries plus right to open one more
• Target close in Q1 2026, providing near-term expansion

Negative

• Transaction subject to a 15-business-day go-shop ending Dec 22, 2025
• Deal contingent on noteholder consent, risking failure to close

Argus Dec 2 session

-4.51% close to close Open Argus

Details

News Market Reaction – CURLF

On Dec 2, the day this news came out, CURLF closed 4.51% below the previous close.

Data tracked by StockTitan Argus for the Dec 2 session.

Key Figures

Cultivation facilities: 1 facility Existing dispensaries: 5 dispensaries Additional dispensary right: 1 dispensary +5 more

Cultivation facilities

1 facility

Virginia assets included in equity purchase agreement

Existing dispensaries

5 dispensaries

Virginia retail locations to be acquired

Additional dispensary right

1 dispensary

Right to open one additional Virginia dispensary

Go-shop period

15 business days

Go-shop period ending December 22, 2025

Break-up fee

$3.3 million

Payable to Curaleaf if competing bid accepted or consent not obtained

Expense reimbursement

Up to $350,000

Associated expenses reimbursable to Curaleaf with break-up fee

Go-shop end time

11:59 p.m. ET, Dec 22, 2025

Deadline for competing bids on Virginia assets

Expected closing

Q1 2026

Anticipated closing of Virginia asset acquisition, subject to conditions

Historical Context

5 past events · Latest: Dec 04

5 events

1. Dec 04

   Store opening

   24h Move

   +9.0%

   New Cape Canaveral dispensary expanded Florida to 70 stores and 159 nationally.

2. Dec 02

   Asset acquisition

   24h Move

   -4.5%

   Agreement to acquire Virginia cultivation site and six total dispensary rights.

3. Nov 05

   Quarterly earnings

   24h Move

   -14.7%

   Q3 2025 showed strong revenue, margins and cash generation but shares fell.

4. Nov 03

   CSR initiative

   24h Move

   -0.7%

   Launch of Feed the Block fundraiser to address food insecurity across 12 states.

5. Oct 14

   Credit facility

   24h Move

   -3.0%

   Revolving credit facility increased to $100M with plans to pay down costly debt.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

equity purchase agreement, go-shop period, break-up fee, noteholder consent

4 terms

equity purchase agreement financial

"Curaleaf Enters into an Equity Purchase Agreement for the Virginia Assets..."

An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.

go-shop period financial

"The transaction is subject to a 15 business day go-shop period ending..."

A go‑shop period is a short, agreed window after a sale agreement where the company being acquired can actively seek better offers from other buyers. Think of it as a limited auction allowed after a handshake; it can drive up the final sale price, change the likelihood a deal closes, and alter the risk that the originally announced buyer will be replaced or pay a breakup fee, so investors watch it for potential value or uncertainty.

break-up fee financial

"Curaleaf is entitled to receive a $3.3 million break-up fee and all associated..."

A break-up fee is a pre-agreed payment one party must make if a planned deal, often a takeover or merger, falls apart. It acts like a refundable deposit or cancellation charge: it compensates the other side for time, costs and lost opportunity and discourages casual bidders, so investors watch it because it affects the deal’s odds, potential cash liabilities and the likely return from the transaction.

noteholder consent financial

"or if The Cannabist fails to receive noteholder consent for the transaction..."

Noteholder consent is the approval given by the people or institutions that own a company's debt notes when the issuer asks to change the loan’s terms, such as payment dates, interest rates, or covenants. It matters to investors because these approvals can alter the timing and likelihood of getting repaid—similar to mortgage lenders agreeing to modify a homeowner’s loan—so consent outcomes can raise or lower the risk and market value of the notes and related securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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STAMFORD, Conn., Dec. 2, 2025 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, announced it has entered into a binding commitment to acquire The Cannabist Company's Virginia assets, which include a fully-operational cultivation facility and five retail dispensaries and the right to open one additional dispensary. Assuming all closing conditions are met, Curaleaf anticipates the transaction closing in the first quarter of 2026. 

The transaction is subject to a 15 business day go-shop period ending at 11:59 p.m. Eastern Time December 22, 2025. In the event a competing bid for the Virginia assets is accepted during the go-shop period or if The Cannabist fails to receive noteholder consent for the transaction, Curaleaf is entitled to receive a $3.3 million break-up fee and all associated expenses up to $350,000. 

About Curaleaf Holdings

Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Anthem and The Hemp Company provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.

Forward Looking Statements

This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning Curaleaf's at-register donation campaign for Breast Cancer Action Month, benefiting The Baldwin Fund. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed on March 3, 2025, which is available under the Company's SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and 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 law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.

Contacts:

Investor Contact:
Curaleaf Holdings, Inc.
Camilo Lyon, Chief Investment Officer
IR@curaleaf.com 

Media Contact:
Mattio Communications
mattiocuraleaf@mattio.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/curaleaf-enters-into-an-equity-purchase-agreement-for-the-virginia-assets-of-the-cannabist-company-302630120.html

SOURCE Curaleaf Holdings, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What assets is Curaleaf (CURLF) acquiring from The Cannabist Company in Virginia?

Curaleaf is acquiring a fully operational cultivation facility, five retail dispensaries and the right to open one additional dispensary in Virginia.

When does Curaleaf expect the Virginia assets acquisition (CURLF) to close?

Curaleaf anticipates the transaction will close in the first quarter of 2026, subject to closing conditions.

What is the go-shop period and deadline for the Curaleaf (CURLF) Virginia deal?

The transaction is subject to a 15-business-day go-shop period that ends at 11:59 p.m. ET on December 22, 2025.

What break-up fee applies if the Curaleaf (CURLF) Virginia deal is outbid or lacks consent?

Curaleaf is entitled to a $3.3 million break-up fee plus up to $350,000 of associated expenses if certain conditions occur.

Could a competing bid block Curaleaf's (CURLF) acquisition of The Cannabist Virginia assets?

Yes. If a competing bid is accepted during the go-shop period, the original transaction could be displaced.