Curaleaf Responds to Aurora Circular; Reaffirms Offer as the Best Path to Value Creation for Shareholders

Curaleaf Offers a 45% Premium and Meaningful Future Upside : Aurora shareholders can realize immediate value alongside the opportunity to participate in the upside of a substantially larger, more diversified cannabis platform. Aurora Promotes a "Debt-Free" Balance Sheet While Overlooking Years of Shareholder Dilution to Fund It: Since September 2020, Aurora has raised $398 million in capital at the expense of shareholders through equity issuances, resulting in massive shareholder dilution. Additional dilution continues through its existing "At the Market" (ATM) program. Aurora's Board Doesn't Believe Its Own Valuation Argument : Within the last two quarters, Aurora's Board sold shares through its ATM program diluting shareholders at average prices of US$3.57 and US$3.09 per share, materially below the price it now argues is inadequate. Aurora's Own Outlook Points to a Business Going Backwards, without any Go-Forward Vision : Management's own guidance calls for fiscal 2027 revenue to return to approximately fiscal 2025 levels, with adjusted EBITDA expected to decline precipitously from fiscal 2026; whereas Curaleaf has presented a clear vision to create value. Aurora's Business is Not Generating Cash, It is Burning It: Operating cash flow was negative in the June quarter, and shareholders remain exposed to substantial additional equity dilution through existing ATM programs. Curaleaf has generated $157 million of operating cash in the LTM period. Aurora's Never-Ending Transformation is Not Working: A six-year program is not a transformation. It is the business model. The current CEO was appointed in September 2020, and business transformation costs have been charged in seven consecutive years. Aurora's Attacks Ignore Curaleaf's Superior Fundamentals: Curaleaf generates operating cash flow, is well positioned to benefit from multiple industry and regulatory catalysts and invests for growth. Access to institutional debt markets reflects lender confidence in this positioning. Curaleaf Offers a Stronger Business and a Better Platform. Shareholders receive equity in a company with broad exposure across U.S. medical and adult-use markets, positive cash flow generation, an international footprint with expansion opportunities, and multiple regulatory catalysts, with a strong growth profile and future cash-generating ability. Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF ) ("Curaleaf"), a leading international provider of consumer and medical cannabis products, today responded to misleading statements contained in Aurora Cannabis Inc.'s (TSX: ACB) (NASDAQ: ACB ) ("Aurora") Directors' Circular and reiterated its belief that the Curaleaf offer represents the most compelling path forward for Aurora shareholders. "Aurora's continued refusal to engage in a meaningful price discussion regarding this transaction is disappointing and shows disregard for the interests of the Company's own shareholders. Not once has there been a counteroffer presented to us, which shows managements' motives to preserve their own positions versus creating value for shareholders," said Boris Jordan, Chairman and Chief Executive Officer of Curaleaf. "Rather than working constructively to evaluate a proposal that delivers immediate value and a substantial premium, Aurora's Board has chosen to rely on hollow arguments that are contradicted by its own actions." Jordan continued: "Aurora's response sidesteps the fundamental question facing shareholders: if management's plan creates greater value than our offer, where is the evidence? Aurora's own guidance points to declining revenue and EBITDA, continued cash burn and further shareholder dilution. By contrast, Curaleaf offers shareholders a 45% premium and immediate exposure to one of the largest and most diversified cannabis companies in the world." "We remain ready and willing to engage constructively with Aurora to discuss this offer at any point," Jordan...