Item 8.01. Other Events. On October 6, 2026, Curaleaf Holdings, Inc. (“Curaleaf” or the “Offeror”) filed with the Canadian securities regulatory authorities a Notice of Variation, Change and Extension dated October 6, 2026 (the “Notice of Variation”) in respect of its offer dated August 18, 2026 (the “Original Offer”) to purchase all of the issued and outstanding common shares (the “Common Shares”…
Filed Oct 6, 2026Accepted Oct 6, 2026, 8:37 AM EDTCIK 1756770Accession 0001104659-26-113907
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, 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 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.
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Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On October 6, 2026, Curaleaf Holdings, Inc.
(“Curaleaf” or the “Offeror”) filed with the Canadian securities regulatory authorities a Notice of Variation,
Change and Extension dated October 6, 2026 (the “Notice of Variation”) in respect of its offer dated August 18,
2026 (the “Original Offer”) to purchase all of the issued and outstanding common shares (the “Common Shares”)
of Aurora Cannabis Inc. (“Aurora” or the “Company”), together with the associated rights issued under Aurora’s
shareholder rights plan, and issued a press release announcing the Notice of Variation. Pursuant to the Notice of Variation, Curaleaf
has (a) amended the consideration offered under the Original Offer to US$1.00 in cash and 0.4013 of a subordinate voting share of
Curaleaf per Common Share, subject to adjustment as provided therein (the Original Offer as amended by the Notice of Variation, the “Offer”),
and (b) extended the expiry time of the offer from 5:00 p.m. (Mountain Time) on December 1, 2026 to 11:59 p.m. (Mountain
Time) on December 4, 2026, unless the offer is further extended, accelerated or withdrawn (the “Expiry Time”).
Aurora shareholders who have validly deposited
and not withdrawn their Common Shares are not required to take any further action to accept the offer and, if their Common Shares are
taken up, will receive the amended consideration. Except as otherwise set out in the Notice of Variation, the terms and conditions of
the Original Offer and the accompanying take-over bid circular remain unchanged.
Curaleaf has filed the Notice of Variation with
the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to Amendment No. 2 to its Tender Offer Statement
on Schedule 14D-1F and to its registration statement on Form F-80 [(File No. 333-299308)],
which also relates to its registration statement on Form F-80 (File No. 333-298402). A copy of the Notice of Variation is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the press release is attached hereto as Exhibit 99.2
and is incorporated herein by reference.
Additional Information and Where to Find It
This Current Report on Form 8-K does not
constitute an offer to sell or a solicitation of an offer to buy any securities. The offer is being made only pursuant to the offer to
purchase and take-over bid circular dated August 18, 2026, as amended by the Notice of Variation, and the related letter of transmittal
and notice of guaranteed delivery. Curaleaf has filed with the SEC a registration statement on Form F-80 (File No. 333-298402),
a registration statement on Form F-80 (File No. 333-299308) and a Tender Offer
Statement on Schedule 14D-1F, each as amended, and other documents and information relating to the offer. COMPANY SHAREHOLDERS ARE URGED
TO READ THE REGISTRATION STATEMENTS, SCHEDULE 14D-1F, THE AMENDMENTS TO THE REGISTRATION STATEMENTS AND SCHEDULE 14D-1F, THE ORIGINAL
OFFER AND CIRCULAR, ALL DOCUMENTS INCORPORATED BY REFERENCE THEREIN AND ANY OTHER RELEVANT DOCUMENTS AND ANY AMENDMENTS OR SUPPLEMENTS
TO ANY SUCH DOCUMENTS FILED OR TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFEROR,
THE COMPANY AND THE OFFER. When they become available, investors and Company Shareholders will be able to obtain such documents free
of charge at the SEC’s website, www.sec.gov. In addition, documents filed with the SEC by the Offeror will be available free of
charge from the Offeror and the Information Agent. You may direct requests for documents to the Information Agent by North American toll
free phone at 1-800-530-5189, local and text: 416-751-2066 or by email at info@carsonproxy.com. To obtain timely delivery, such documents
should be requested no later than five Business Days before the Expiry Time.
Filed exhibits (2)
EX-99.1 (by filename) tm2623363d17_ex99-1.htm
Exhibit 99.1
The Offer (as defined herein) has not been
approved or disapproved by any securities regulatory authority, nor has any securities regulatory authority in any manner expressed an
opinion or passed judgment upon the fairness or merits of the Offer, the securities offered pursuant to the Offer or the adequacy of the
information contained in this document. Any representation to the contrary is an offence. Company Shareholders (as defined herein)
in the United States should read the “Notice to Shareholders in the United States and Other Shareholders Outside Canada” on
page iv (continuation of the cover page) of this Notice of Variation, Change and Extension.
This document is important and requires your
immediate attention. It should be read in conjunction with the Original Offer and Circular (as defined herein). If you are in doubt as
to how to deal with it, you should consult your investment advisor, broker, bank manager, trust company manager, accountant, lawyer or
other professional advisor. See “Questions and Answers about the Offer” in the Original Offer and Circular.
If you have any questions, please contact Carson
Proxy Advisors, the Information Agent in connectio…
Open exhibit ↗EX-99.2 (by filename) tm2623363d17_ex99-2.htm
Exhibit 99.2
Curaleaf
Enhances Offer to Acquire Aurora Cannabis
Increases total
implied consideration by 25% to US$5.00 per Aurora Share, representing a premium of 86% to Aurora’s Unaffected Share Price
Increases Cash
consideration by 33% to US$1.00 per Aurora Share, which represents approximately 20% of the consideration mix
Increases Share
Consideration to 0.4013 Curaleaf shares per Aurora Share and increases the Cap Price by 20% to US$6.00 per share
Enhanced proposal
developed solely from publicly available information; Curaleaf remains committed to engaging with Aurora in a formal due diligence process
and urges Aurora’s Board to engage in good faith discussions regarding the Enhanced Offer
Enhanced Offer
continues to provide Aurora Shareholders with the opportunity to become owners of the premium global cannabis platform and participate
in the significant long-term upside of the combined company
STAMFORD, Conn.,
October 5, 2026 -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) (“ Curaleaf ” or the “ Company ”),
a leading international provider of consumer and medical cannabis products, today announced that it will file a Notice of Variation and
Change to increase it…