Page 1

Trulieve Announces the Largest US Cannabis Transaction ; Acquisition of Harvest Health & Recreation Inc. , Creates the Most Profitable Multi - State Operator in the World's Largest Cannabis Market Combined Company Will Maintain Industry Leading Scale in Retail , Cultivation & Production Footprint Provides National Scale with a Deep Regional Focus in Attractive Markets Expanded Runway for Growth with new Southwest Hub and Expanded Northeast and Southeast Hubs Combined Consensus 2021E Revenue of $ 1.2 Billion Trulieve and Harvest to Host a Joint Conference Call and Webcast today at 8:30 a.m. ET Tallahassee , FL , and Phoenix , AZ , May 10 , 2021 - Trulieve Cannabis Corp. ( " Trulieve " or the " Company " ) ( CSE : TRUL ) ( OTC : TCNNF ) and Harvest Health & Recreation Inc. ( " Harvest " ) ( CSE : HARV , OTCQX : HRVSF ) are pleased to announce they have entered into a definitive arrangement agreement ( the " Arrangement Agreement " ) pursuant to which Trulieve will acquire all of the issued and outstanding subordinate voting shares , multiple voting shares and super voting shares ( the “ Harvest Shares " ) of Harvest ( the " Transaction " ) . Under the terms of the Arrangement Agreement , shareholders of Harvest ( the " Harvest Shareholders " ) will receive 0.1170 of a subordinate voting share of Trulieve ( each whole share , a " Trulieve Share " ) for each Harvest subordinate voting share ( or equivalent ) held ( the " Exchange Ratio " ) , representing total consideration of approximately $ 2.1 billion based on the closing price of the Trulieve Shares on May 7 , 2021 . Trulieve , a leading multi - state operator with a focus on the northeast and southeast regions of the United States , and Harvest , a leading multi - state operator with a focus on the west coast and northeast regions of the United States , have built deep , vertically integrated operations in their key markets , becoming leading operators in the United States , the world's largest regulated cannabis market . Upon completion of the Transaction , as well as the closing of other previously announced acquisitions by Harvest and Trulieve , the combined business will have operations in 11 states , comprised of 22 cultivation and processing facilities with a total capacity of 3.1 million square feet , and 126 dispensaries serving both the medical and adult - use recreational cannabis markets . Key Transaction Highlights and Benefits • Increases Scale Across Our Hub Markets - through the creation of the largest U.S. cannabis operator on a combined retail and cultivation footprint basis ; • Creates the Most Profitable US MSO- with combined 2020 Adjusted EBITDA of $ 266 million¹ , 2 and combined 2021E consensus Adjusted EBITDA³ of $ 461 million , delivering an unparalleled platform for continued growth ; • Delivers a Superior Existing Retail and Distribution Model - from a robust retail network of 126 dispensaries across 11 states , the combined company will have leading market shares in Arizona and Florida ;