Curaleaf Issues Statement Regarding Alternative Proposal for Aurora Cannabis

STAMFORD, Conn., Nov. 3, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf"), a leading international provider of consumer and medical cannabis products, today acknowledges the announcement by Aurora Cannabis Inc. (TSX: ACB) (NASDAQ: ACB) ("Aurora") of an alternative transaction from Organigram Global Inc. ("Organigram").

Curaleaf's enhanced premium bid of October 6, 2026 to purchase all of the outstanding common shares of Aurora (the "Offer" or the "Curaleaf Offer") remains outstanding.  Curaleaf believes its Offer represents better value, offering a superior combined business with a stronger capital markets profile, greater certainty and speed to close, and greater anticipated synergies.  Curaleaf will study Organigram's alternative transaction and awaits disclosure of material details which have not been provided, including any break fee, management and board composition going forward, and any investor rights being granted to BAT. It is also revealing that neither Aurora nor Organigram made any reference to whether the transaction is dilutive or accretive to shareholders.   

Aurora's board granted due diligence access to, in Curaleaf's view, a significantly smaller, underperforming and less liquid company, burdened with a looming share overhang, a history of, and forthcoming, shareholder dilution and weak cash generation, backed by an investor with its own disappointing cannabis investment track record. In Curaleaf's view, the refusal by Aurora's board to grant Curaleaf access and engage directly blocks any chance of an enhanced Curaleaf bid and constitutes gross dereliction of their fiduciary duties.  

IMPORTANT INFORMATION

This document does not constitute an offer to buy or the solicitation of an offer to sell any securities. The Offer is made solely by the Offer to Purchase and Circular dated August 18, 2026, as amended on October 6, 2026 and as may be further amended or supplemented (the "Offer to Purchase and Circular").

SECURITY HOLDERS ARE URGED TO READ THE OFFER TO PURCHASE AND CIRCULAR, THE REGISTRATION STATEMENT ON FORM F-80, THE TENDER OFFER STATEMENT ON SCHEDULE 14D-1F, AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Free copies are available at www.sec.gov or by contacting the Information Agent, Carson Proxy Advisors, at 1-800-530-5189 (toll-free), 416-751-2066 (local/text), or info@carsonproxy.com.

NOTICE TO U.S. SHAREHOLDERS

The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the subject company is located in a foreign country, and that some or all of its officers and directors are residents of a foreign country.

Investors should be aware that the bidder or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the offer or of the issuer's related securities, or of the bidder's securities to be distributed or of the bidder's related securities, during the period of the tender offer, as permitted by applicable Canadian laws or provincial laws or regulations.

Curaleaf has filed with the SEC a Registration Statement on Form F-80 under the U.S. Securities Act of 1933, as amended, and a Tender Offer Statement on Schedule 14D-1F under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Offer is being conducted in accordance with Section 14(e) of the Exchange Act and Regulation 14E.

THE OFFER AND THE CURALEAF SUBORDINATE VOTING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY U.S. STATE SECURITIES COMMISSION, NOR HAS ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Curaleaf subordinate voting shares issuable under the Offer have not been registered or otherwise qualified for offer and sale in certain U.S. states where shareholders may reside. No offer is made in those states except to qualifying Exempt Institutional Investors as described in the Offer to Purchase and Circular.

FORWARD-LOOKING STATEMENTS 

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws (together, "forward-looking statements"), including statements regarding the Offer, Curaleaf's review of the alternative transaction and Curaleaf's intentions with respect to the Offer and Aurora. Forward-looking statements can generally be identified by words such as "will," "intend," "expect," "believe," "may," "could" or similar expressions. Forward-looking statements are based on Curaleaf's current expectations and assumptions and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond Curaleaf's control, that could cause actual results to differ materially, including the response of Aurora and its board of directors to the Offer, the terms and outcome of the competing proposal, the satisfaction or waiver of the conditions of the Offer, the receipt of regulatory approvals, and the other risks described in the Offer to Purchase and Circular and in Curaleaf's filings available at www.sedarplus.ca and www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this news release. Curaleaf undertakes no obligation to update any forward-looking statements, except as required by applicable law.

AURORA AND ORGANIGRAM INFORMATION

Information concerning Aurora and Organigram herein is based solely on Aurora's and Organigram's publicly available filings and other public sources. Neither Aurora nor Organigram has not reviewed this document. Neither Curaleaf nor its officers or directors assume responsibility for the accuracy or completeness of such information.

About Curaleaf 

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, Curaleaf 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. For more information, please visit https://ir.curaleaf.com.

Contacts

Media Contact

Kekst CNC

Kekst-Curaleaf@kekstcnc.com

Investor Contact

Curaleaf Holdings, Inc.

IR@curaleaf.com

Shareholder Contact 

Carson Proxy Advisors

North American Toll Free Phone: 1-800-530-5189

Local (Collect outside North America): 416-751-2066

Email: info@carsonproxy.com

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SOURCE Curaleaf Holdings, Inc.