Trulieve Strengthens Financial Position with Strategic US$60 Million Private Placement

, a leading and vertically integrated cannabis company in the United States, has officially announced the successful closing of a US$60 million private placement involving 10.5% senior secured notes. This financing transaction represents a significant milestone in Trulieve’s ongoing strategy to strengthen its balance sheet, enhance liquidity, and support long-term growth initiatives across its multi-state operations.

The private placement underscores continued investor confidence in Trulieve’s operating model, management team, and ability to generate sustainable cash flow in a rapidly evolving cannabis market. By securing capital through structured debt rather than equity dilution, the company has demonstrated disciplined financial management while preserving shareholder value.

Overview of the Private Placement Transaction

The transaction involved the issuance of 10.5% senior secured notes in an aggregate principal amount of US$60 million. These notes were sold to institutional investors in a private placement, exempt from registration requirements under applicable securities laws.

As senior secured obligations, the notes rank ahead of unsecured debt and are backed by certain assets of the company, providing enhanced protection to noteholders. The fixed interest rate of 10.5% reflects prevailing market conditions for the cannabis sector while offering predictable financing costs for Trulieve.

Key Terms and Structure of the Notes

The senior secured notes feature several important structural components designed to balance investor security with corporate flexibility:

• Interest Rate: Fixed at 10.5% per annum
• Security: Secured by specific assets of Trulieve
• Ranking: Senior to unsecured and subordinated debt
• Placement Type: Private placement to institutional investors

This structure allows Trulieve to access capital efficiently while maintaining operational control and strategic autonomy.

Strategic Rationale Behind the Financing

Trulieve’s decision to pursue a private placement of senior secured notes reflects a broader strategy focused on financial resilience, operational efficiency, and long-term value creation. In a capital-constrained environment for cannabis operators, access to non-dilutive financing is increasingly critical.

The proceeds from the transaction are expected to be used for general corporate purposes, which may include refinancing existing indebtedness, funding capital expenditures, and supporting working capital needs. This flexibility allows management to respond dynamically to market opportunities and regulatory developments.

Maintaining Balance Sheet Strength

By choosing debt financing over equity issuance, Trulieve avoids immediate dilution to existing shareholders. This approach aligns with the company’s focus on maintaining a strong balance sheet while continuing to invest in its core markets.

The financing also enhances liquidity, ensuring that Trulieve remains well-positioned to meet its obligations and pursue selective growth initiatives even amid macroeconomic uncertainty.

Market Context: Cannabis Financing in the United States

The U.S. cannabis industry continues to face unique challenges in accessing traditional banking and capital markets due to federal regulatory constraints. As a result, private placements and structured debt instruments have become common financing tools for established operators.

Against this backdrop, Trulieve’s successful US$60 million raise highlights its strong credit profile and reputation among institutional investors. The transaction reflects confidence in the company’s ability to generate consistent revenue and manage costs effectively.

Investor Confidence and Industry Implications

Investor participation in this private placement signals continued belief in Trulieve’s long-term prospects despite broader market volatility. The company’s scale, vertical integration, and disciplined operating approach distinguish it from many peers.

For the industry as a whole, the transaction demonstrates that well-capitalized operators with proven performance can still access meaningful financing, even as capital availability tightens.

Trulieve’s Operational Footprint and Business Model

Trulieve is recognized as one of the largest and most profitable cannabis companies in the United States. The company operates a vertically integrated model encompassing cultivation, processing, distribution, and retail sales.

With a strong presence in multiple states, Trulieve has built a diversified revenue base that helps mitigate regulatory and market risks. Its focus on operational excellence and customer experience has contributed to consistent performance across varying market conditions.

Focus on Core Markets

Trulieve continues to prioritize its core markets while maintaining a disciplined approach to expansion. Rather than pursuing aggressive, high-risk growth, the company emphasizes sustainable profitability and operational scalability.

This strategic focus has enabled Trulieve to generate positive cash flow, a key factor supporting its ability to raise debt capital on competitive terms.

Use of Proceeds and Financial Flexibility

The US$60 million in gross proceeds provides Trulieve with enhanced financial flexibility. Management has indicated that the funds may be allocated across several strategic priorities, including:

• Refinancing or repayment of existing debt obligations
• Capital investments to improve operational efficiency
• Working capital to support day-to-day operations
• General corporate purposes as opportunities arise

This flexibility allows the company to adapt to changing market dynamics while maintaining financial discipline.

Regulatory and Compliance Considerations

The private placement was conducted in compliance with applicable securities laws and regulations. As a private offering, the notes were sold to qualified institutional investors, reducing administrative complexity and execution risk.

Trulieve continues to operate within a complex regulatory framework at both the state and federal levels. The company’s experienced legal and compliance teams play a critical role in navigating these challenges and ensuring adherence to all applicable requirements.

Leadership Perspective and Corporate Strategy

Trulieve’s leadership team has consistently emphasized prudent capital allocation and long-term planning. The successful closing of this private placement reflects management’s proactive approach to financing and risk management.

By securing capital under defined terms, the company can focus on executing its strategic priorities without the distraction of near-term liquidity concerns.

Commitment to Shareholder Value

Management’s decision to pursue non-dilutive financing underscores a commitment to protecting shareholder interests. This approach aligns with Trulieve’s broader philosophy of sustainable growth and disciplined financial stewardship.

Outlook and Future Growth Prospects

Looking ahead, Trulieve remains focused on strengthening its market position, improving operational efficiency, and generating consistent cash flow. The additional capital provided by the senior secured notes enhances the company’s ability to pursue these objectives.

As regulatory conditions evolve and consumer demand continues to grow, Trulieve is well-positioned to capitalize on emerging opportunities while managing risk effectively.

Resilience in a Dynamic Market

The cannabis industry is characterized by rapid change, regulatory uncertainty, and competitive pressures. Trulieve’s ability to secure financing on favorable terms reflects its resilience and adaptability in this environment.

With a solid financial foundation and experienced management team, the company is positioned to navigate challenges and deliver long-term value to stakeholders.

Conclusion

The closing of the US$60 million private placement of 10.5% senior secured notes represents a significant achievement for Trulieve Cannabis Corp. The transaction strengthens the company’s balance sheet, enhances liquidity, and provides flexibility to support ongoing operations and strategic initiatives.

In an industry where access to capital remains a critical differentiator, Trulieve’s successful financing underscores its leadership position and reinforces investor confidence in its long-term vision. As the company continues to execute its strategy, this transaction serves as a foundation for sustained growth and financial stability.

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