Full Press Release Details
2021Exhibit 99.1 Relief you can rely on Investor Presentation | June 2021
Forward Looking Statements and Industry and Market Data Unless the
context otherwise requires, the terms "Trulieve," "we," "us" and "our" in this prospectus refer to Trulieve Cannabis Corp. and its subsidiaries. Certain statements in this presentation constitute
forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation (collectively herein referred to as "forward-looking statements"), which can often
be identified by words such as "will", "may", "estimate", "expect", "plan", "project", "intend", "anticipate" and other words indicating that the
statements are forward-looking. Such forward-looking statements are expectations only and are subject to known and unknown risks, uncertainties and other important factors, including, but not limited to, risk factors included in this presentation,
that could cause the Company's actual results, performance or achievements or industry results to differ materially from any future results, performance or achievements implied by such forward-looking statements. Such risks and uncertainties
include, among others, dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing state, local or other licenses; engaging in activities which currently are illegal under United States federal law and the
uncertainty of existing protection from United States federal or other prosecution; regulatory or political change such as changes in applicable laws and regulations, including United States state-law legalization, particularly in Florida, due to
inconsistent public opinion, perception of the medical-use and adult-use cannabis industry, bureaucratic delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; reliance on management; and the
effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with
customers and suppliers. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. You are cautioned not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. Although it may voluntarily do so from time to time, the Company undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by applicable securities laws. Unless otherwise noted, the forecasted industry and market data contained herein are based upon management estimates and industry and market publications and surveys. The information from industry and
market publications has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. The Company has not independently verified any of the data from third-party
sources, nor has the Company ascertained the underlying economic assumptions relied upon therein. While such information is believed to be reliable for the purposes used herein, the Company makes no representation or warranty with respect to the
accuracy of such information. PLEASE NOTE THAT MARIJUANA IS ILLEGAL UNDER U.S. FEDERAL LAW, INCLUDING ITS CONSUMPTION, POSSESSION, CULTIVATION, DISTRIBUTION, MANUFACTURING, DISPENSING, AND POSSESSION WITH INTENT TO DISTRIBUTE. Forward-looking
statements made in this document are made only as of the date of their initial publication, and the Company undertakes no obligation to publicly update any of these forward-looking statements as actual events unfold. 2 2021 Trulieve.
Cannabis Corp. and its subsidiaries. Certain statements in this presentation constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation
(collectively herein referred to as "forward-looking statements"), which can often be identified by words such as "will", "may", "estimate", "expect", "plan",
"project", "intend", "anticipate" and other words indicating that the statements are forward-looking. Such forward-looking statements are expectations only and are subject to known and unknown risks, uncertainties
and other important factors, including, but not limited to, risk factors included in this presentation, that could cause the Company's actual results, performance or achievements or industry results to differ materially from any future
results, performance or achievements implied by such forward-looking statements. Such risks and uncertainties include, among others, dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing state, local or other
licenses; engaging in activities which currently are illegal under United States federal law and the uncertainty of existing protection from United States federal or other prosecution; regulatory or political change such as changes in applicable
laws and regulations, including United States state-law legalization, particularly in Florida, due to inconsistent public opinion, perception of the medical-use and adult-use cannabis industry, bureaucratic delays or inefficiencies or any other
reasons; any other factors or developments which may hinder market growth; reliance on management; and the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed
competitors; and the need to secure and maintain corporate alliances and partnerships, including with customers and suppliers. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such
forward-looking statements. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Although it may voluntarily do so from time to time, the Company undertakes no commitment to update
or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Unless otherwise noted, the forecasted industry and market data contained herein are
based upon management estimates and industry and market publications and surveys. The information from industry and market publications has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or
completeness of the included information. The Company has not independently verified any of the data from third-party sources, nor has the Company ascertained the underlying economic assumptions relied upon therein. While such information is
believed to be reliable for the purposes used herein, the Company makes no representation or warranty with respect to the accuracy of such information. PLEASE NOTE THAT MARIJUANA IS ILLEGAL UNDER U.S. FEDERAL LAW, INCLUDING ITS CONSUMPTION,
POSSESSION, CULTIVATION, DISTRIBUTION, MANUFACTURING, DISPENSING, AND POSSESSION WITH INTENT TO DISTRIBUTE. Forward-looking statements made in this document are made only as of the date of their initial publication, and the Company undertakes no
Management's Use of Non-GAAP Financial Measures Our management
uses financial measures that are not in accordance with generally accepted accounting principles in the United States, or GAAP, in addition to financial measures in accordance with GAAP to evaluate our operating results. These non-GAAP financial
measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. Adjusted EBITDA is a financial measure that is not defined under GAAP. Our management uses this non-GAAP
financial measure and believes it enhances an investor's understanding of our financial and operating performance from period to period because it excludes certain material non-cash items and certain other adjustments management believes are
not reflective of our ongoing operations and performance. Adjusted EBITDA excludes from net income as reported interest, share-based compensation, tax, depreciation, acquisition and transaction costs, fair value step-up of inventory from
acquisitions, non-cash expenses and other income. The financial measures noted above are metrics that have been adjusted from the GAAP net income measure in an effort to provide readers with a normalized metric in making comparisons more meaningful
across the cannabis industry, as well as to remove non- recurring, irregular and one-time items that may otherwise distort the GAAP net income measure. As noted above, our Adjusted EBITDA is not prepared in accordance with GAAP, and should not be
considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income, which is the most directly comparable financial measure
calculated and presented in accordance with GAAP. Because of these limitations, we consider, and you should consider, Adjusted EBITDA together with other operating and financial performance measures presented in accordance with GAAP. A
reconciliation of Adjusted EBITDA from net income, the most directly comparable financial measure calculated in accordance with GAAP, has been included at the end of this presentation. 3 2021 Trulieve. All Rights
Reserved.Management's Use of Non-GAAP Financial Measures Our management uses financial measures that are not in accordance with generally accepted accounting principles in the United States, or GAAP, in addition to financial measures in
accordance with GAAP to evaluate our operating results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. Adjusted EBITDA is a financial
measure that is not defined under GAAP. Our management uses this non-GAAP financial measure and believes it enhances an investor's understanding of our financial and operating performance from period to period because it excludes certain
material non-cash items and certain other adjustments management believes are not reflective of our ongoing operations and performance. Adjusted EBITDA excludes from net income as reported interest, share-based compensation, tax, depreciation,
acquisition and transaction costs, fair value step-up of inventory from acquisitions, non-cash expenses and other income. The financial measures noted above are metrics that have been adjusted from the GAAP net income measure in an effort to provide
readers with a normalized metric in making comparisons more meaningful across the cannabis industry, as well as to remove non- recurring, irregular and one-time items that may otherwise distort the GAAP net income measure. As noted above, our
Adjusted EBITDA is not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather
than net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. Because of these limitations, we consider, and you should consider, Adjusted EBITDA together with other operating and
financial performance measures presented in accordance with GAAP. A reconciliation of Adjusted EBITDA from net income, the most directly comparable financial measure calculated in accordance with GAAP, has been included at the end of this
Company Overview Founded in 2015 MISSION and VISION Nearly 5,000
employees as of Dec. 31, 2021 Our mission is to provide the 6 states (FL, CA, MA, CT, PA, WV) highest level of cannabis products and customer experiences *87 stores (FL, CA, CT, PA) through authentic and reciprocal relationships. Approximately 2.2M
Dec. 31, 2021 Our mission is to provide the 6 states (FL, CA, MA, CT, PA, WV) highest level of cannabis products and customer experiences *87 stores (FL, CA, CT, PA) through authentic and reciprocal relationships. Approximately 2.2M sq. ft.
Trulieve Timeline - A History of Firsts
2015 2017 2019 2021 Expected organic Won the First First to sell Filed for growth and expansion Medical smokable flower (and won) through M&A and Marijuana in Florida ability to 2016 2018 2020 application processes Application in grandfather in
CT Acquisition Opened first Profitable since 2018 First to sell Florida 14 stores WV Acquisitions dispensary and Edibles in the above the RTO on CSE PA Acquisition served first state of Florida Florida cap MA Acquisition patient Harvest Acquisition*
to sell Filed for growth and expansion Medical smokable flower (and won) through M&A and Marijuana in Florida ability to 2016 2018 2020 application processes Application in grandfather in CT Acquisition Opened first Profitable since 2018 First
to sell Florida 14 stores WV Acquisitions dispensary and Edibles in the above the RTO on CSE PA Acquisition served first state of Florida Florida cap MA Acquisition patient Harvest Acquisition* PA Acquisition CA Acquisition WV License 5
A Top Performing Multi-State Operator Building out our hub strategy in
the Northeast and Southeast States* Current Reach: WASHINGTON 6 MONTANA NORTH MAINE DAKOTA OREGON MINNESOTA VERMONT NEW HAMPSHIRE IDAHO SOUTH DAKOTA WISCONSIN NEW YORK MASSACHUSETTS WYOMING RHODE ISLAND MICHIGAN Operational CONNECTICUT IOWA NEBRASKA
PENNSYLVANIA NEVADA NEW JERSEY Dispensaries: 87 UTAH ILLINOIS DELAWARE OHIO COLORADO MARYLAND INDIANA WEST KANSAS VIRGINIA VIRGINIA CALIFORNIA KENTUCKY MISSOURI NORTH TENNESSEE CAROLINA ARKANSAS NEW ARIZONA OKLAHOMA MEXICO SOUTH GEORGIA CAROLINA
ALABAMA MISSISSIPPI Market Size: TEXAS LOUISIANA $12.5B FLORIDA By 2025 According to Arcview/BDSA ** Operations Florida Under Construction Applications California Massachusetts WV approved Connecticut Pennsylvania * WV medical market to come online
MONTANA NORTH MAINE DAKOTA OREGON MINNESOTA VERMONT NEW HAMPSHIRE IDAHO SOUTH DAKOTA WISCONSIN NEW YORK MASSACHUSETTS WYOMING RHODE ISLAND MICHIGAN Operational CONNECTICUT IOWA NEBRASKA PENNSYLVANIA NEVADA NEW JERSEY Dispensaries: 87 UTAH ILLINOIS
DELAWARE OHIO COLORADO MARYLAND INDIANA WEST KANSAS VIRGINIA VIRGINIA CALIFORNIA KENTUCKY MISSOURI NORTH TENNESSEE CAROLINA ARKANSAS NEW ARIZONA OKLAHOMA MEXICO SOUTH GEORGIA CAROLINA ALABAMA MISSISSIPPI Market Size: TEXAS LOUISIANA $12.5B FLORIDA
Go-to-Market Strategy Providing the highest quality products, premier
national brands, cherished local brands and the best consumer experience Large & growing product line 600+ SKUs with multiple concentration ratios and strains Powerful brand name partnerships Helping our market grow faster with national brand
names Building trust with local brands Local brands build community support Wholesale distribution Extend our Trulieve brand in approved states. PA wholesales to 100% of market. MA wholesale Massachusetts Pennsylvania launch in 2021. 7
concentration ratios and strains Powerful brand name partnerships Helping our market grow faster with national brand names Building trust with local brands Local brands build community support Wholesale distribution Extend our Trulieve brand in
Announced Definitive Agreement on May 10, 2021 to Acquire Harvest Health
& Recreation - Creating the Most Profitable MSO The Trulieve and Harvest combination expands the most profitable MSO. Our regional hub strategy provides leading market positions in the most attractive markets. This combination allows us to
accelerate our national expansion strategy and go deeper in the markets we operate in to support our mutual vision of increasing access to cannabis through industry-leading retail stores, innovative high-quality products and brands and delivering
Profitable MSO The Trulieve and Harvest combination expands the most profitable MSO. Our regional hub strategy provides leading market positions in the most attractive markets. This combination allows us to accelerate our national expansion strategy
and go deeper in the markets we operate in to support our mutual vision of increasing access to cannabis through industry-leading retail stores, innovative high-quality products and brands and delivering optimal customer experiences. 8
Combined Trulieve + Harvest Footprint MA CT NORTHEAST HUB 16
dispensaries 282K sq. ft. of MA cultivation & CT production PA PA WV NV CA AZ SOUTHWEST UT CO CA MD WV HUB MD 20 dispensaries 380K sq. ft. of AZ AZ cultivation & production CO NV FL SOUTHEAST FL HUB 90
dispensaries 282K sq. ft. of MA cultivation & CT production PA PA WV NV CA AZ SOUTHWEST UT CO CA MD WV HUB MD 20 dispensaries 380K sq. ft. of AZ AZ cultivation & production CO NV FL SOUTHEAST FL HUB 90
Transaction Summary Trulieve to acquire all of the issued and
outstanding shares of Harvest PROPOSED Unanimously approved by the board of directors of each company TRANSACTION Accretive to Trulieve shareholders 1 CONSIDERATION 0.1170 Trulieve share per Harvest share TO HARVEST
Implies $4.79 per Harvest share, or a 34% premium to closing share prices on May 7, 2021 Resulting Ownership: Trulieve 73.3% / Harvest 26.7%, on a fully-diluted basis SHAREHOLDERS Harvest shareholder approval KEY APPROVALS &
Customary regulatory and court approvals as well as other customary closing conditions Court approved Plan of Arrangement CONDITIONS HSR clearance Harvest subject to standard non-solicitation provisions More
than 50% of the voting power of Harvest shares have entered into voting support agreements in DEAL PROTECTION favor of the transaction Termination fees of $100 million if the transaction is termination under certain circumstances
TIMING Harvest special shareholder meeting anticipated in the third quarter 1. Subject to potential adjustment in the event Harvest completes certain interim refinancing measures, with the adjustment in proportion to the incremental financing
PROPOSED Unanimously approved by the board of directors of each company TRANSACTION Accretive to Trulieve shareholders 1 CONSIDERATION 0.1170 Trulieve share per Harvest share TO HARVEST Implies $4.79 per Harvest
share, or a 34% premium to closing share prices on May 7, 2021 Resulting Ownership: Trulieve 73.3% / Harvest 26.7%, on a fully-diluted basis SHAREHOLDERS Harvest shareholder approval KEY APPROVALS & Customary regulatory
and court approvals as well as other customary closing conditions Court approved Plan of Arrangement CONDITIONS HSR clearance Harvest subject to standard non-solicitation provisions More than 50% of the voting power
of Harvest shares have entered into voting support agreements in DEAL PROTECTION favor of the transaction Termination fees of $100 million if the transaction is termination under certain circumstances TIMING Harvest special
shareholder meeting anticipated in the third quarter 1. Subject to potential adjustment in the event Harvest completes certain interim refinancing measures, with the adjustment in proportion to the incremental financing costs relative to the
Going Deep in Florida Provides Scale in Operations One of the Largest
US Cultivation Footprints - approaching 2.2M sq. ft. - Approximately 2.1M sq. ft. of cultivation capacity in FL (as of 6/1/21) Indoor Cultivation - approximate turns of 5 Greenhouse - approximate turns of 2
- Building out to 90K sq ft in PA, and 78K sq ft of canopy/production in MA High-End Extraction & Branded Product Development - Private label, medical grade cannabis consumer products - Super-critical ethanol and CO2 extraction
and distillation processes to produce concentrates - Infrastructure ready to support BHO extraction methods Dispensary Market Leader - 82 Florida retail locations plus a statewide delivery program (as of 5/16/21) - Continuing to
Operations One of the Largest US Cultivation Footprints - approaching 2.2M sq. ft. - Approximately 2.1M sq. ft. of cultivation capacity in FL (as of 6/1/21) Indoor Cultivation - approximate turns of 5 Greenhouse
- approximate turns of 2 - Building out to 90K sq ft in PA, and 78K sq ft of canopy/production in MA High-End Extraction & Branded Product Development - Private label, medical grade cannabis consumer products -
Super-critical ethanol and CO2 extraction and distillation processes to produce concentrates - Infrastructure ready to support BHO extraction methods Dispensary Market Leader - 82 Florida retail locations plus a statewide delivery
Bringing New Innovations to Florida Edibles - DOH
approval August 2020, launched September 2020 - Trulieve Branded edibles: TruGels, TruChocolates, and TruNanoGels, TruGel Puckers - Partner Brands: Love's Oven -- cookies, brownies Binske -- Peruvian chocolates R&D team
delivering new offerings - TruPowder, TruTincture Drops, TruWax, TruKief, CBN, TruSpectrum, Bellos Expanded flower offerings - Ground flower and minis added to expand value product lineup Partner brands with continuous
launches throughout the year - Blue River, Binske, Slang releases in Florida - Local partners - Sunshine Cannabis, Bellamy Brothers and Black Tuna Ready for hydrocarbon extraction in Florida when DOH approves -