EX-99.8 9 tm2213200d1_ex99-8.htm EXHIBIT 99.8

 

Exhibit 99.8

 

FORM 5

QUARTERLY LISTING STATEMENT

 

Name of Listed Issuer: Curaleaf Holdings, Inc                                            (the “Issuer”).

 

Trading Symbol: CURA                                                                                       

 

This Quarterly Listing Statement must be posted on or before the day on which the Issuer’s unaudited interim financial statements are to be filed under the Securities Act, or, if no interim statements are required to be filed for the quarter, within 60 days of the end of the Issuer’s first, second and third fiscal quarters. This statement is not intended to replace the Issuer’s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by the Exchange Policies. If material information became known and was reported during the preceding quarter to which this statement relates, management is encouraged to also make reference in this statement to the material information, the news release date and the posting date on the Exchange website.

 

General Instructions

 

(a)Prepare this Quarterly Listing Statement using the format set out below. The sequence of questions must not be altered nor should questions be omitted or left unanswered. The answers to the following items must be in narrative form. When the answer to any item is negative or not applicable to the Issuer, state it in a sentence. The title to each item must precede the answer.

 

(b)The term “Issuer” includes the Listed Issuer and any of its subsidiaries.

 

(c)Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions.

 

There are three schedules which must be attached to this report as follows:

 

SCHEDULE A: FINANCIAL STATEMENTS

 

Financial statements are required as follows:

 

For the first, second and third financial quarters interim financial statements prepared in accordance with the requirements under Ontario securities law must be attached.

 

If the Issuer is exempt from filing certain interim financial statements, give the date of the exempting order.

 

FORM 5 – QUARTERLY LISTING STATEMENT

January 2015

Page 1 

 

 

Refer to the attached Condensed Interim Consolidated Financial Statements for the period ended March 31, 2022.

 

SCHEDULE B: SUPPLEMENTARY INFORMATION

 

The supplementary information set out below must be provided when not included in Schedule A.

  

1.Related party transactions

 

Provide disclosure of all transactions with a Related Person, including those previously disclosed on Form 10. Include in the disclosure the following information about the transactions with Related Persons:

 

(a)A description of the relationship between the transacting parties. Be as precise as possible in this description of the relationship. Terms such as affiliate, associate or related company without further clarifying details are not sufficient.
(b)A description of the transaction(s), including those for which no amount has been recorded.
(c)The recorded amount of the transactions classified by financial statement category.
(d)The amounts due to or from Related Persons and the terms and conditions relating thereto.
(e)Contractual obligations with Related Persons, separate from other contractual obligations.
(f)Contingencies involving Related Persons, separate from other contingencies.

 

Refer to the attached Condensed Interim Consolidated Financial Statements for the period ended March 31, 2022 – Note 19.

 

2.Summary of securities issued and options granted during the period.

 

Provide the following information for the period beginning on the date of the last Listing Statement (Form 2A):

 

(a)summary of securities issued during the period,

 

Date of
Issue
Type of
Security
(common
shares,
convertible
debentures,
etc.)
Type of
Issue
(private
placement,
public
offering,
exercise of
warrants, etc.)
Number               Price Total
Proceeds
Type of
Consideration
(cash,
property, etc.)
Describe
relationship
of Person
with Issuer
(indicate if
Related
Person)
            Commission
Paid
                 
                 
                 

 

FORM 5 – QUARTERLY LISTING STATEMENT

January 2015

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(b)summary of options granted during the period,

 

Date Number Name of Optionee
if Related Person
and relationship
Generic description
of other Optionees
Exercise Price Expiry Date Market
Price on
date of
Grant
             
             
             

 

Refer to the attached condensed Interim Consolidated Financial Statements for the period ended March 31, 2022 – Note 12 (equity issued in relation to an acquisition) and Note 13 (options granted) .

 

3.Summary of securities as at the end of the reporting period.

 

Provide the following information in tabular format as at the end of the reporting period:

 

(a)description of authorized share capital including number of shares for each class, dividend rates on preferred shares and whether or not cumulative, redemption and conversion provisions,

  

Authorized Share Capital Number of Authorized Shares
Multiple Voting Shares No Maximum
Subordinate Voting Shares No Maximum

 

FORM 5 – QUARTERLY LISTING STATEMENT

January 2015

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(b)number and recorded value for shares issued and outstanding,

 

Class of Share   Number of Issued and
Outstanding Shares
 
Multiple Voting Shares    93,970,705 
Subordinate Voting Shares    615,841,490 

 

(c)description of options, warrants and convertible securities outstanding, including number or amount, exercise or conversion price and expiry date, and any recorded value, and

 

Securities  Number of Outstanding Shares 
Options   23,233,763 
RSU   3,912,161 

 

(d)number of shares in each class of shares subject to escrow or pooling agreements or any other restriction on transfer.

 

Class of Share  Number of Issued and
Outstanding Shares
 
Multiple Voting Shares   45,389,009 
Subordinate Voting Shares   211,419,183 

 

4.List the names of the directors and officers, with an indication of the position(s) held, as at the date this report is signed and filed.

 

·Boris Jordan, Executive Chairman
·Joseph Lusardi, Executive Vice Chairman
·Jaswinder Grover, Director
·Karl Johansson, Director
·Peter Derby, Director
·Mitch Kahn, Director
·Matt Darin, Chief Executive Officer
·Neil Davidson, Chief Financial Officer
·Peter Clateman, Chief Legal Officer
·James Shorris, Chief Compliance Officer

  

SCHEDULE C: MANAGEMENT DISCUSSION AND ANALYSIS

 

Provide Interim MD&A if required by applicable securities legislation.

 

Refer to the attached MD&A for the period ended March 31, 2022.

 

FORM 5 – QUARTERLY LISTING STATEMENT

January 2015

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Certificate Of Compliance

 

The undersigned hereby certifies that:

 

1.The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Quarterly Listing Statement.

 

2.As of the date hereof there is no material information concerning the Issuer which has not been publicly disclosed.

 

3.The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CNSX Policy 1).

 

4.All of the information in this Form 5 Quarterly Listing Statement is true.

 

Dated May 10, 2021.

 

  Neil Davidson
  Name of Director or Senior Officer

 

  (Signed) Neil Davidson
  Signature

 

  Interim Chief Financial Officer
  Official Capacity

 

Issuer Details
Name of Issuer

 

Curaleaf Holdings, Inc.

For Quarter

Ended  

 

March 31, 2022

Date of Report

YY/MM/D  

 

22/5/10

Issuer Address  

 

666 Burrard Street Suite 1700

City/Province/Postal Code  

 

Vancouver / BC / V6C 2X8  

 

Issuer Fax No.

(     )

Issuer Telephone No.

(781) 451-0150

Contact Name  

 

Tracy Brady  

Contact Position
Vice President,
Corporate
Communications

Contact Telephone No.  

 

(781) 451-0150

Contact Email Address  

 

Tracy.brady@curaleaf.com

Web Site Address  

 

www.curaleaf.com

 

FORM 5 – QUARTERLY LISTING STATEMENT

January 2015

Page 5