Trulieve Announces Proposed Domestication from British Columbia to Delaware

Rhea-AI Summary

Trulieve (OTCQX: TCNNF) plans a corporate domestication from British Columbia, Canada, to Delaware via a shareholder-approved plan of arrangement. The change is intended to align the corporate structure with U.S. operations and leverage Delaware’s corporate environment, without materially changing current business or operations.

A special shareholder meeting is set for August 5, 2026, with a record date of June 8, 2026. Completion depends on court, shareholder, registrar, and other customary approvals, and the board retains discretion to abandon the transaction.

Positive

• Proposed domestication from British Columbia to Delaware to align with U.S. operations
• Company states domestication is not expected to materially change business or operations
• Clear shareholder timeline with June 8, 2026 record date and August 5, 2026 meeting

Negative

• Domestication subject to multiple approvals, including court, shareholders, and registrar
• Board may choose not to proceed with arrangement even after shareholder approval

News Market Reaction – TCNNF

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In the May 14 session, TCNNF declined 3.85%, reflecting a moderate negative market reaction.

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TALLAHASSEE, Fla., May 13, 2026 /PRNewswire/ -- Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the U.S., today announced that the Company will be seeking shareholder approval of a proposed plan of arrangement (the "Arrangement") which involves the continuance of the Company out from the province of British Columbia, Canada, and the concurrent domestication of the Company to the State of Delaware in the United States (the "Domestication").

Trulieve believes the favorable corporate environment afforded by Delaware will further the Company's strategic objectives, align the Company's organizational structure with operations in the United States and help the Company conduct its business more effectively. The Domestication is not expected to cause any material change in the Company's business or operations.

A special meeting of the shareholders of Trulieve will be held on August 5, 2026, for shareholders to consider and, if thought advisable, approve the plan of arrangement, including the Delaware Domestication. A proxy statement containing detailed information about the proposed Delaware Domestication will be filed by the Company with the U.S. Securities and Exchange Commission and in Canada on SEDAR+ shortly after the record date of June 8, 2026. Shareholders are encouraged to review the proxy statement and other meeting materials carefully following the filing thereof.

Completion of the Domestication is subject to a number of conditions, including, among others, approval of the Supreme Court of British Columbia, approval of the shareholders of Trulieve, receipt of authorization from the British Columbia registrar, and other customary consents and approvals. The Board of Directors of the Company may, at any time including after receiving shareholder approval, in its discretion, decide not to proceed with the arrangement and not complete the Domestication.

Forward-Looking Statements
This news release includes forward-looking information and statements within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. These forward-looking statements relate to the Company's expectations or forecasts and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the proposed Arrangement and Domestication, the special shareholder meeting, and other matters. Words such as "expects", "continue", "will", "anticipates", and "intends" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the Company's current projections and expectations about future events and trends that management believes might affect its financial condition, results of operations, business strategy, and financial needs, and on certain assumptions and analysis made by the Company in light of the experience and perception of historical trends, current conditions, and expected future developments and other factors management believes are appropriate. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein, including, without limitation, the risks discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our periodic reports subsequently filed with the U.S. Securities and Exchange Commission and in the Company's filings on SEDAR+ at www.sedarplus.ca. There can be no assurance that any forward-looking information and statements herein will prove to be accurate, and accordingly, readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof and, except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking information and statements herein, whether as a result of new information, future events or results, or otherwise.

About Trulieve
Trulieve is an industry leading, vertically integrated cannabis company and multi-state operator in the U.S., with established hubs in the Northeast, Southeast, and Southwest, anchored by cornerstone markets in Arizona, Florida, Ohio, and Pennsylvania. Driven by a core mission to expand access to cannabis, Trulieve serves customers with innovative, high-quality branded products and exceptional experiences. With scaled operations in attractive markets and targeted expansion through its hub strategy, Trulieve is poised for accelerated growth. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, please visit Trulieve.com.

Facebook: @Trulieve
Instagram: @Trulieve
X: @Trulieve

Investor and Media Contact
Christine Hersey, Chief Corporate Affairs and Strategy Officer
+1 (424) 202-0210
Christine.Hersey@Trulieve.com

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SOURCE Trulieve Cannabis Corp.

FAQ

What is Trulieve’s (OTCQX: TCNNF) proposed domestication to Delaware?

Trulieve plans to continue from British Columbia to Delaware through a court-approved arrangement. According to Trulieve, this is intended to align its corporate structure with U.S. operations and use Delaware’s corporate environment, without materially changing existing business or operations.

When will Trulieve (TCNNF) shareholders vote on the Delaware domestication?

Trulieve shareholders will vote at a special meeting on August 5, 2026. According to Trulieve, only shareholders of record as of June 8, 2026 will be entitled to vote on the plan of arrangement and proposed Delaware domestication.

What approvals are required for Trulieve’s (TCNNF) domestication from British Columbia to Delaware?

Completion of Trulieve’s domestication requires approval from the Supreme Court of British Columbia, shareholder approval, authorization from the British Columbia registrar, and other customary consents. According to Trulieve, the board can still decide not to complete the arrangement.

How will Trulieve’s Delaware domestication affect its business operations?

Trulieve states the domestication is not expected to cause any material change in its business or operations. According to Trulieve, the main goal is to better align its legal structure with U.S. activities and benefit from Delaware’s corporate framework.

Where can Trulieve (TCNNF) investors find details on the Delaware domestication?

Investors will be able to review a proxy statement with full domestication details filed with the U.S. SEC and on SEDAR+. According to Trulieve, this filing will occur shortly after the June 8, 2026 record date for the special shareholder meeting.