Trulieve Announces US$100 Million Private Placement of 10.5% Senior Secured Notes

Rhea-AI Summary

Trulieve (OTCQX: TCNNF) has received commitments for a US$100.0 million private placement of 10.5% Senior Secured Notes due December 17, 2030 to be issued at 100% of face value. Interest will be payable semi-annually and notes may be redeemed in whole or in part starting two years after issue.

The offering is on a best-efforts basis with Canaccord Genuity Corp. as sole agent and is expected to close on December 17, 2025, subject to customary conditions and CSE approval. Net proceeds are earmarked for capital expenditures and general corporate purposes. The notes will be privately offered to qualified institutional and accredited investors and will be listed on the CSE after the four-month Canadian hold period.

Positive

• Raises US$100.0 million in secured financing
• Notes issued at 100% of face value
• Interest fixed at 10.5% per annum
• Proceeds designated for capital expenditures and corporate use

Negative

• Annual cash interest burden of 10.5% on US$100.0M
• Notes are senior secured, potentially encumbering assets
• Debt matures on December 17, 2030, creating medium-term repayment obligation

News Market Reaction

+4.55%

1 alert

+4.55% News Effect

On the day this news was published, TCNNF gained 4.55%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Private placement size: US$100.0 million Coupon rate: 10.5% per annum Issue price: 100% of face value +5 more

8 metrics

Private placement size US$100.0 million Aggregate gross proceeds of 10.5% Senior Secured Notes Offering

Coupon rate 10.5% per annum Interest rate on Senior Secured Notes

Issue price 100% of face value Pricing of Senior Secured Notes

Maturity date On or about December 17, 2030 Senior Secured Notes due date

Redemption start Two years after issue date Earliest optional redemption for Notes

Hold period Four-month Canadian statutory hold period Before listing Notes on CSE

Coupon payment frequency Semi-annually Interest payable in equal installments

Securities Act exemptions Rule 506(b), Section 4(a)(2), Regulation S Exemptions used for unregistered offering

Market Reality Check

Price: $6.91 Vol: Volume 219,906 is below t...

low vol

$6.91 Last Close

Volume Volume 219,906 is below the 20-day average of 1,132,592, indicating relatively light trading ahead of the announcement. low

Technical Shares at $5.95 were trading above the $5.48 200-day MA, suggesting a modestly constructive longer-term trend pre-announcement.

Peers on Argus

While TCNNF was down 3.01% over the prior 24 hours, key peers like GTBIF (+2.4%)...

While TCNNF was down 3.01% over the prior 24 hours, key peers like GTBIF (+2.4%), NIKA (+3.59%) and CURLF (+1.43%) were positive, pointing to a more stock-specific setup rather than a sector-wide move.

Historical Context

5 past events · Latest: Dec 08 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 08	Debt financing	Neutral	+4.5%	Announced US$100M 10.5% senior secured notes due 2030 via private placement.
Dec 08	Debt redemption	Positive	-5.6%	Completed redemption of all US$368M 8.0% senior secured notes due 2026.
Dec 03	Regulatory update	Positive	-1.0%	Received conditional approval for a Texas medical cannabis Dispensing Organization license.
Nov 05	Earnings update	Neutral	+2.3%	Reported Q3 2025 results with strong cash flow but a net loss and planned note redemption.
Nov 04	Debt redemption	Positive	+2.3%	Announced notice of redemption for all US$368M 8.0% senior secured notes due 2026.

Pattern Detected

Recent corporate and financing events often coincided with notable price moves, with several positive balance sheet actions followed by both gains and selloffs, indicating mixed but active reactions to capital structure news.

Recent Company History

Over the last two months, Trulieve reported Q3 2025 revenue of $288 million with strong cash flow and cash of $458 million, alongside plans to redeem $368 million of 8.0% notes due 2026. It then issued a formal redemption notice and later completed the full US$368 million redemption. Regulatory progress continued with conditional approval for a Texas license. Today’s US$100 million 10.5% senior secured notes placement adds a new layer to this balance sheet transition.

Market Pulse Summary

This announcement details a US$100 million private placement of 10.5% Senior Secured Notes due on or...

Analysis

This announcement details a US$100 million private placement of 10.5% Senior Secured Notes due on or about December 17, 2030, with proceeds earmarked for capital expenditures and general corporate purposes. It follows recent steps to redeem US$368 million of 8.0% notes, signaling an ongoing balance sheet transition. Investors may track closing conditions, CSE listing after the four‑month hold, and how the higher coupon interacts with cash flow and leverage trends.

Key Terms

private placement, senior secured notes, qualified institutional buyers, accredited investors, +3 more

7 terms

private placement financial

"announced that it has received commitments for a private placement of 10.5% Senior"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

senior secured notes financial

"private placement of 10.5% Senior Secured Notes due 2030 (the "Notes")"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

qualified institutional buyers regulatory

"offered only (1) to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

accredited investors regulatory

"qualified institutional buyers (as defined in Rule 144A) or to accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

Rule 144A regulatory

"persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A)"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation D regulatory

"Rule 501 of Regulation D) in reliance on exemptions from the registration requirements"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Regulation S regulatory

"non-U.S. persons in reliance on Regulation S under the Securities Act."

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. Not financial advice.

TALLAHASSEE, Fla., Dec. 8, 2025 /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 it has received commitments for a private placement of 10.5% Senior Secured Notes due 2030 (the "Notes") for aggregate gross proceeds of US$100.0 million (the "Offering"). The Notes, which will be issued at 100% of face value, will be senior secured obligations of the Company. The Notes will bear interest at a rate of 10.5% per annum, payable semi-annually in equal installments until the maturity date, unless earlier redeemed or repurchased. The Notes will mature on or about December 17, 2030, and may be redeemed in whole or in part, at any time from time to time, on or after the date that is two years following the issue date at the applicable redemption price set forth in the supplemental indenture to be entered into on closing of the Offering.

The Offering is being conducted on a "best-efforts" basis pursuant to the terms of an agency agreement, between the Company and Canaccord Genuity Corp., as sole agent and sole bookrunner, and is expected to close on December 17, 2025, subject to customary closing conditions, including approval of the Canadian Securities Exchange (the "CSE"). The Company intends to make the required filings to list the Notes to be issued pursuant to the Offering on the CSE following the expiry of the four-month Canadian statutory hold period.

The Company intends to use the net proceeds of the Offering for capital expenditures and other general corporate purposes.

The offering and sale of the Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the laws of any other jurisdiction, and the Notes are being offered only (1) to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A) or to accredited investors (as defined in Rule 501 of Regulation D) in reliance on exemptions from the registration requirements under the Securities Act pursuant to Rule 506(b) of Regulation D and/or pursuant to Section 4(a)(2) of the Securities Act and similar exemptions under applicable U.S. state securities laws and (2) outside the United States to certain non-U.S. persons in reliance on Regulation S under the Securities Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes will be offered for sale on a private placement basis in Canada pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws.

Forward-Looking Statements
This news release includes forward-looking information and statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to the Company's expectations or forecasts other plans, intentions, expectations, estimates, and beliefs and include statements regarding the completion of the Offering, the proposed use of the net proceeds of the Offering, the listing of the Notes on the CSE 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, 2024 and in our periodic reports subsequently filed with the United States 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 leading market positions in Arizona, Florida, and Pennsylvania. Trulieve is poised for accelerated growth and expansion, building scale in retail and distribution in new and existing markets through its hub strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers to live without limits. 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, Vice President of Investor Relations
+1 (424) 202-0210
Christine.Hersey@Trulieve.com

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SOURCE Trulieve Cannabis Corp.

FAQ

What financing did Trulieve (TCNNF) announce on December 8, 2025?

Trulieve announced a US$100.0 million private placement of 10.5% Senior Secured Notes due December 17, 2030.

What is the interest rate and payment schedule for Trulieve's TCNNF notes?

The notes bear a fixed 10.5% per annum interest rate, payable semi-annually in equal installments.

When is Trulieve (TCNNF) expected to close the private placement?

The offering is expected to close on or about December 17, 2025, subject to customary closing conditions and CSE approval.

How does Trulieve (TCNNF) intend to use the net proceeds from the US$100M offering?

The company intends to use net proceeds for capital expenditures and other general corporate purposes.

Will Trulieve (TCNNF) list the issued notes on an exchange?

The company intends to file to list the notes on the Canadian Securities Exchange following the four-month Canadian statutory hold period.

Who is acting as agent for Trulieve's private placement of notes?

Canaccord Genuity Corp. is acting as the sole agent and sole bookrunner on a best-efforts basis.