18:56:36 EDT Mon 14 Sep 2026
Enter Symbol
or Name
USA
CA



Curaleaf Holdings Inc (2)
Symbol CURA
Shares Issued 233,506,486
Close 2026-09-14 C$ 14.05
Market Cap C$ 3,280,766,128
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Curaleaf applies to ASC for halt of Aurora ATM program

2026-09-14 17:28 ET - News Release

Mr. Boris Jordan reports

CURALEAF SUBMITS APPLICATION TO ALBERTA SECURITIES COMMISSION TO HALT AURORA'S ATM PROGRAM DURING PENDING OFFER

Curaleaf Holdings Inc. has filed an application with the Alberta Securities Commission to remedy abuse by Aurora of its at-the-market share issuance program by ceasing the issuance of Aurora's shares under the program while Curaleaf's offer to acquire all of the issued and outstanding shares remains outstanding and providing other remedies. Curaleaf has requested an expedited hearing before the ASC.

"Every share Aurora sells below the offer price raises the same question: If management believes $4 (U.S.) undervalues the company and the company has ample cash, why continue diluting its shareholders? These issuances erode shareholder ownership value, increase the cost of the offer and make it harder for shareholders to decide their own future. They seem solely designed to protect management's position, at the expense of investors," said Boris Jordan, chairman and chief executive officer of Curaleaf.

"Today, we are taking action to protect Aurora shareholders from ongoing dilution by asking the Alberta Securities Commission to stop Aurora from continuing this abusive practice. Aurora shareholders deserve the freedom to decide whether to accept the offer without Aurora management creating obstacles that limit their choice and value," concluded Mr. Jordan.

The application sets forth why Aurora's use of the ATM program is abusive and seeks appropriate remedies.

1. The use of the ATM program by Aurora is an improper and abusive defensive tactic

According to Curaleaf's application, the issuance of shares under the ATM program is causing serious and continuing harm to Curaleaf, Aurora shareholders and the integrity of Alberta's capital markets. Curaleaf believes Aurora's use of the ATM program:

  • Increases the total cost of Curaleaf's offer;
  • Makes it more difficult to reach offer acceptance thresholds;
  • Further dilutes existing Aurora shareholders; and
  • Risks depriving Aurora shareholders of the opportunity to consider and tender to Curaleaf's offer.

The application notes that Aurora established the ATM program in February, 2026, and stated that proceeds would be used for strategic and accretive purposes only. The application further notes that Aurora has recently described itself as having an industry-leading balance sheet, being debt-free, and having approximately $149-million in cash. Curaleaf believes Aurora's use of the ATM program while shareholders are considering a premium offer is inconsistent with those stated positions.

The application further alleges that Aurora has been aware of Curaleaf's interest in pursuing a potential transaction since June, 2026, yet continued issuing shares through the ATM program, including after Curaleaf publicly announced its intention to commence the offer.

2. The ATM program should be cease traded pending the offer

Curaleaf's application requests, among other things, that the ASC:

  • Immediately halt further issuances under the ATM program while the offer remains outstanding; and
  • Protect Aurora shareholders' ability to fairly consider and respond to Curaleaf's offer.

According to the application:

  • Aurora has issued approximately 2.81 million shares at an average price of $3.04 (U.S.) per share since Curaleaf first expressed interest to Aurora in pursuing a transaction.
  • Those share issuances have increased the aggregate value required to complete Curaleaf's offer by more than $11-million (U.S.).
  • Aurora has diluted shareholders by approximately 4.9 per cent over the same period.
  • The ATM program has diluted shareholders by approximately 10.8 per cent since implementation in February, 2026.

Curaleaf remains focused on providing Aurora shareholders with a compelling opportunity to realize significant value while participating in the future upside of the world's leading cannabis company. Aurora shareholders are encouraged to read the offer documents carefully and in their entirety. They are also available on Curaleaf's website and on SEDAR+ and EDGAR, and Aurora shareholders are encouraged to visit the Curaleaf website for additional information regarding the offer, including the strategic rationale for the offer, expected benefits of the combination of the two companies, FAQs and other relevant materials.

About Curaleaf Holdings Inc.

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, Dark Heart and Anthem 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's subordinate voting shares are listed on the Toronto Stock Exchange under the symbol CURA and trade on the OTCQX market under the symbol CURLF.

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