Curaleaf Submits Application to Alberta Securities Commission to Halt Aurora's ATM Program During Pending Offer

Curaleaf Holdings, Inc. ("Curaleaf" or the "Company") today announced that it has filed an application (the "Application") with the Alberta Securities Commission ("ASC") to remedy abuse by Aurora of its at-the-market share issuance program (the "ATM Program") by ceasing the issuance of Aurora's shares (the "Shares") under the program while Curaleaf's offer to acquire all of the issued and outstanding Shares (the "Curaleaf Offer" or the "Offer") remains outstanding, and providing other remedies. Curaleaf has requested an expedited hearing before the ASC.

"Every Share Aurora sells below the Offer price raises the same question: if management believes US$4.00 undervalues the company and the company has ample cash, why continue diluting its shareholders? These issuances erode shareholder ownership value, increase the cost of the Offer, and make it harder for shareholders to decide their own future. They seem solely designed to protect management's position, at the expense of investors," said Boris Jordan, Chairman and Chief Executive Officer of Curaleaf.

"Today, we are taking action to protect Aurora shareholders from ongoing dilution by asking the Alberta Securities Commission to stop Aurora from continuing this abusive practice. Aurora shareholders deserve the freedom to decide whether to accept the Offer without Aurora management creating obstacles that limit their choice and value," concluded Mr. Jordan.

The Application sets forth why Aurora's use of the ATM Program is abusive and seeks appropriate remedies:

1. The Use of the ATM Program by Aurora is an Improper and Abusive Defensive Tactic

According to Curaleaf's Application, the issuance of Shares under the ATM Program is causing serious and ongoing harm to Curaleaf, Aurora shareholders, and the integrity of Alberta's capital markets. Curaleaf believes Aurora's use of the ATM Program:

Increases the total cost of Curaleaf's Offer;Makes it more difficult to reach Offer acceptance thresholds;Further dilutes existing Aurora shareholders; andRisks depriving Aurora shareholders of the opportunity to consider and tender to Curaleaf's Offer.

The Application notes that Aurora established the ATM Program in February 2026 and stated that proceeds would be used for "strategic and accretive purposes only." The Application further notes that Aurora has recently described itself as having an "industry-leading balance sheet," being "debt-free," and having approximately C$149 million in cash. Curaleaf believes Aurora's use of the ATM Program while shareholders are considering a premium offer is inconsistent with those stated positions.

The Application further alleges that Aurora has been aware of Curaleaf's interest in pursuing a potential transaction since June 2026, yet continued issuing Shares through the ATM Program, including after Curaleaf publicly announced its intention to commence the Offer.

2. The ATM Program Should Be Cease Traded Pending the Offer

Curaleaf's Application requests, among other things, that the ASC:

Immediately halt further issuances under the ATM Program while the Offer remains outstanding; andProtect Aurora shareholders' ability to fairly consider and respond to Curaleaf's Offer.

According to the Application: Aurora has issued approximately 2.81 million Shares at an average price of US$3.04 per Share since Curaleaf first expressed interest to Aurora in pursuing a transaction; Those Share issuances have increased the aggregate value required to complete Curaleaf's Offer by more than US$11 million; Aurora has diluted shareholders by approx...