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Boris Jordan Converts Shares of Curaleaf Holdings, Inc.

NEW YORK , May 11, 2020 /CNW Telbec/ - On April 20, 2020 , Gociter Holdings Ltd ("Gociter"), a company controlled by Boris Jordan , converted 2,373,091 multiple voting shares (the "Multiple Voting Shares") of Curaleaf Holdings Inc. (the "Company") into an equivalent number of subordinate voting Shares of the Company ("Subordinate Voting Shares") (the "First Conversion"). On May 6, 2020 , Gociter converted 7,626,909 Multiple Voting Shares into an equivalent number of Subordinate Voting Shares (the "Second Conversion", and collectively with the First Conversion, the "Conversions"). Notwithstanding the Conversions, Mr. Boris Jordan has not sold or otherwise disposed of any Subordinate Voting Shares.

Immediately prior to the First Conversion, Mr. Jordan owned or controlled (i) 44,581,971 Subordinate Voting Shares, representing approximately 10.38% of the issued and outstanding Subordinate Voting Shares prior to the First Conversion; and (ii) 103,970,705 Multiple Voting Shares representing 100% of the issued and outstanding Multiple Voting Shares prior to the First Conversion, approximately 19.48% of the total issued and outstanding shares of the Company prior to the First Conversion and approximately 78.40% of the voting power attached to such outstanding shares of the Company. Immediately prior to the First Conversion, and assuming conversion of the Multiple Voting Shares owned or controlled by Mr. Jordan into Subordinate Voting Shares, Mr. Jordan owned or controlled approximately 27.84% of the issued and outstanding Subordinate Voting Shares prior to the First Conversion.

The Multiple Voting Shares are convertible at any time at the option of the holder thereof into Subordinate Voting Shares of the Company on a share-for-share basis and will convert automatically into Subordinate Voting Shares of the Company on a share-for-share basis under certain other circumstances described in the annual information form of the Company dated September 23, 2019 under the heading "Description of the Capital Structure".

The Conversions increased Mr. Jordan's position in the Subordinate Voting Shares by 10,000,000 Subordinate Voting Shares (or approximately 2.33% of the issued and outstanding Subordinate Voting Shares prior to the First Conversion) to 54,581,971 Subordinate Voting Shares, or approximately 12.41% of the issued and outstanding Subordinate Voting Shares after the Conversions.

The Conversions decreased Mr. Jordan's position in the Multiple Voting Shares by 10,000,000 Multiple Voting Shares (or approximately 9.62% of the issued and outstanding Multiple Voting Shares prior to the First Conversion) to 93,970,705 Multiple Voting Shares, being 100% of the issued and outstanding Multiple Voting Shares after the Conversions.

Following completion of the Conversions, Mr. Jordan, together with Gociter and PT Share Participation I, LLC ("PTSP") and Measure 8 Ventures LP ("Measure 8"), owns or controls (i) 54,581,971 Subordinate Voting Shares, representing approximately 12.41% of the issued and outstanding Subordinate Voting Shares after the Conversions, and (ii) 93,970,705 Multiple Voting Shares, representing 100% of the issued and outstanding Multiple Voting Shares after the Conversions, approximately 17.61% of the total issued and outstanding shares of the Company after the Conversions and approximately 76.22% of the voting power attached to such outstanding shares of the Company. Following completion of the Conversions, and assuming conversion of the Multiple Voting Shares owned or controlled by Mr. Jordan into Subordinate Voting Shares, Mr. Jordan owns or controls approximately 27.84% of the issued and outstanding Subordinate Voting Shares after the Conversions.

Mr. Jordan is the beneficial owner of PTSP, which is the holder of record of 12,547,032 Subordinate Voting Shares. Mr. Jordan is the beneficial owner of Gociter, which is also the holder of record of the 93,970,705 Multiple Voting Shares referenced above and 35,926,909 Subordinate Voting Shares.

Mr. Jordan previously was the beneficial owner of 50% of the shares of Bellmawr Investors, LLC, an entity which, until January 17, 2020 , held 11,222,670 Subordinate Voting Shares. On January 17, 2020 , these 11,222,670 Subordinate Voting Shares were distributed to the equity holders of Bellmawr Investors, LLC, with 5,611,337 having been transferred to Gociter. As at the date hereof, Mr. Jordan does not own any interest in Bellmawr investors, LLC.

Mr. Jordan also controls Measure 8, which is the holder of record of 6,108,030 Subordinate Voting Shares.

Gociter Holdings Ltd is located at Kyriakou Matsi, 16, Eagle House, 10th floor, Agioi Omologites, 1082, Nicosia, Cyprus . The Company's head office is located at 666 Burrard Street Suite 1700 Vancouver, BC , V6C 2X8.

SOURCE Curaleaf Holdings, Inc.


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