Centurion Announces Update on Cannabis Spinout Transaction, Share Consolidation, and Change of Transfer Agent

Centurion Minerals Ltd. (TSXV: CTN) (the "Company") is pleased to update shareholders on progress regarding previously announced plans that include:

distributing shares to its shareholders in a wholly owned subsidiary ("SpinCo") created to complete the previously announced, "HAI Beverage/CannaEden Group" cannabis transaction; and,
completing the required steps to enable the Company to resume trading in the near term, continuing as a mineral exploration issuer, and providing near term liquidity for shareholders.

The Company has entered into an arrangement agreement (the "Arrangement Agreement") with SpinCo pursuant to which the parties intend to complete a spinout transaction by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). Additionally, on June 24, 2022, the Company received an Interim Order from the Supreme Court of British Columbia (the "Court") regarding approval of the Arrangement. The Interim Order sets out the conditions that must be met to apply for a final order of the Court ("Final Order") approving the Arrangement and includes the holding of the Annual General and Special meeting (the "Meeting") of shareholders of the Company ("Shareholders") to approve the Arrangement.

Spin Out and Arrangement Details

The purpose of the Arrangement is to reorganize the Company and its assets and operations into two separate companies: the Company and SpinCo. The board of directors of the Company (the "Board") believes this will provide Shareholders with additional investment choices, and enhanced value as the Company and SpinCo will be solely focused on the pursuit and development of their respective business operations and assets.

Pursuant to the Arrangement Agreement, and in accordance with the plan of arrangement (the "Plan of Arrangement"), among other things:

The Company's cannabis agreements and $182,135.71 of cannabis related liabilities will be transferred to SpinCo, all as more fully set forth in the Circular (defined below);

In consideration of the foregoing, SpinCo will transfer to the Company, the respective number of: (i) common shares in the capital of SpinCo equal to the number of common shares of the Company ("CTN Shares") outstanding at the Record Date (defined below) of the Arrangement. The Company will retain its remaining assets and working capital and continue as a mineral exploration company; and

The authorized share structure of the Company will be reorganized and altered by (i) renaming and redesignating all of the issued and unissued CTN Shares as "Class A Shares"; and (ii) creating a new class of "common shares without par value" (the "New CTN Shares"). Thereafter, each Class A Share outstanding as at August 17, 2022 (the "Share Distribution Date") (excluding any Class A Shares held by Shareholders dissenting to the Arrangement), will be exchanged for: (i) one New CTN Share; and (ii) one common share of SpinCo (a "SpinCo Share").

Upon the Arrangement becoming effective, SpinCo will cease to be a wholly owned subsidiary of the Company and the Shareholders, as of the Share Distribution Date, will hold 100% of the outstanding SpinCo Shares.

The foregoing description is qualified in its entirety by reference to the full text of the Plan of Arrangement which will be filed on SEDAR. The Arrangement is subject to approval of the Court, the Shareholders and the TSX Venture Exchange (the "TSX-V") and there can be no assurance that such approvals will be obtained or that the Arrangement will be completed on the terms contemplated, or at all. Further information regarding the Arrangement will be contained in a management information circular (the "Circular") that the Company will prepare, file and mail to the Shareholders in connection with the Meeting. All securityholders of the Company are urged to read the Circular once available as it will contain additional important information concerning the Arrangement.

The securities to be issued under the Arrangement have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. It is anticipated that any securities to be issued under the Arrangement will be offered and issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933 provided by Section 3(a)(10) thereof. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.

Meeting Details
The Meeting will be held on August 12, 2022, at 10:00 am (Vancouver time) at 10th Floor, 595 Howe St, Vancouver, BC V6C 2T5. In addition to consideration of the Arrangement, Shareholders will be asked to (i) fix the number of directors for the ensuing year at four; (ii) elect directors for the ensuing year; (iii) appoint Manning Elliott LLP, Chartered Accountants, as the Company's auditors for the ensuing fiscal year at a remuneration to be fixed by the Board; and (iv) approve the Company's new long-term incentive plan.

Only Shareholders of record at the close of business on June 28, 2022 (the "Record Date"), will be entitled to vote at the Meeting. The Arrangement is subject to shareholder approval of not less than 66 2/3 % of the votes cast at the Meeting.

Board of Director's Recommendation
The Board approved the Arrangement, concluding that it is in the best interests of the Company and its Shareholders and recommends that Shareholders vote in favour of the Arrangement at the Meeting. In reaching this conclusion, the Board considered, among other things, the benefits to the Company and its Shareholders, as well as the financial position, opportunities and outlook for the future potential and operating performance of the Company and SpinCo respectively.

Final Order
The Arrangement is subject to receipt of the Final Order of the Court, which the Company will seek after the Meeting and subject to receipt of the requisite Shareholder approval for the Arrangement. The hearing in respect of the Final Order is currently scheduled to take place on August 17, 2022.

Share Consolidation

Centurion is in the process of applying to the TSX-V for approval to consolidate the Company's issued and outstanding share capital on 2:1 basis (for every 2 common shares presently held, Shareholders will receive 1 post-consolidated common share) (the "Consolidation"). The Company's name and trading symbol will remain the same.

The Company currently has 33,639,473 common shares outstanding which will, on a post-Consolidation basis, result in approximately 16,819,736 common shares outstanding.

The Company'snew CUSIP # is: 15643T404 and the ISIN # is: CA 15643T4046.

A Letter of Transmittal will be mailed to shareholders holding physical certificates by the Company's transfer agent (Endeavor Trust Company, see below), advising that the Consolidation has taken effect and Shareholders should surrender their existing (pre-consolidation) common share certificates, for new (post-consolidation) common share certificates. No fractional common shares of the Company shall be issued in connection with the Consolidation and the number of common shares to be received by a Shareholder shall be rounded down to the nearest whole number of common shares.

Centurion will apply to the TSX-V for a resumption of trading as a mineral exploration issuer following the August 12, 2022, Meeting.

Change of Transfer Agent

Effective June 24, 2022, the Company has replaced Computershare Trust Company of Canada as the registrar and transfer agent of the Company's common shares with Endeavor Trust Corporation. Shareholders do not need to take any action with respect to the change in registrar and transfer agent services.

All inquiries and correspondence relating to the shareholder records, transfer of shares, loss certificates or change of address should now be directed to Endeavor Trust Corporation, through their office in Vancouver.

ABOUT CENTURION

Centurion Minerals Ltd. is a Canadian-based company with a focus on mineral asset development in the Americas. The Company's lead investment has been its interest in the Ana Sofia Agri-Gypsum Fertilizer Project.

"David G. Tafel"
President and CEO

For Further Information Contact:
David Tafel
604-484-2161

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Information

All statements, trend analysis and other information contained in this press release about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding, the completion of the Arrangement, the Meeting, the Final Order hearing of the Court, the anticipated benefits of the Arrangement, the Company's plan to develop its business and provide Shareholders with additional investment choices and enhanced value, the Company's plans to complete the Consolidation and the Company's plans to apply to the TSX-V for a resumption of trading as a mineral exploration issuer following the Meeting are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since the Company can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in the Company's periodic filings with Canadian securities regulators, and assumptions made with regard to: the Company's ability to complete the proposed Arrangement on the terms and conditions contemplated, or at all; the Companies' ability to secure the necessary shareholder, Court and regulatory approvals required to complete the Arrangement; the estimated costs associated with the Arrangement; the timing of the Meeting, the Final Order hearing and the Arrangement, and the general stability of the economy and the industry in which the Company operates . Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Important factors that could cause actual results to differ materially from the Company expectations include risks associated with the business of the Company; risks related to the satisfaction or waiver of certain conditions to the closing of the Arrangement; non-completion of the Arrangement; risks related to the Company failing to obtain the requisite shareholder approval required for the Arrangement; risks relating the number of dissenting shareholders requiring fair value for their securities in connection with the Arrangement; risks related to exploration and potential development of the Company projects; business and economic conditions in the mining and cannabis industries generally; fluctuations in commodity prices and currency exchange rates; the need for cooperation of government agencies and native groups in the issuance of required permits; the need to obtain additional financing to develop properties, or cannabis-related assets, and uncertainty as to the availability and terms of future financing; and other risk factors as detailed from time to time and additional risks identified in the Company filings with Canadian securities regulators on SEDAR in Canada (available at www.sedar.com). Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.

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Centurion Minerals CTN:CA Cannabis Investing

CTN:CA

Trulieve Cannabis Corp. Announces Insider Share Purchases By Executive Leadership and Board Members

Trulieve Cannabis Corp. (CSE: TRUL ) (OTCQX: TCNNF ) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the U.S., today announced that several members of its executive management team and board of directors have recently made purchases of the company's subordinate voting shares, signaling their confidence in the company's growth potential and direction.

Between November 8, 2024 and November 21, 2024 , Chairman and CEO Kim Rivers , Director Thad Beshears , Director Peter Healy , Director Richard May , Director Thomas Milner , Director Jane Morreau , Director Susan Thronson , Chief Marketing Officer Gina Collins , Chief Technology Officer Nilyum Jhala, Chief Production Officer Kyle Landrum , Chief Information Officer Jason Pernell , Chief Legal Officer Eric Powers , Chief Operating Officer Marie Zhang , and Vice President of Investor Relations Christine Hersey purchased a total of 72,273 shares at prices between $5.63 and $7.19 per share. These insider purchases reflect the confidence and commitment of leadership in the long-term strategic plan for Trulieve and its shareholders.

About Trulieve
Trulieve is an industry leading, vertically integrated cannabis company and multi-state operator in the U.S., with leading market positions in Arizona, Florida, and Pennsylvania. Trulieve is poised for accelerated growth and expansion, building scale in retail and distribution in new and existing markets through its hub strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers to live without limits. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, please visit Trulieve.com .

Facebook: @Trulieve
Instagram: @Trulieve _
X: @Trulieve

Investor Contact
Christine Hersey , Vice President of Investor Relations
+1 (424) 202-0210
Christine.Hersey@Trulieve.com

Media Contact
Phil Buck , APR, Corporate Communications Manager
+1 (406) 370-6226
Philip.Buck@Trulieve.com

View original content to download multimedia: https://www.prnewswire.com/news-releases/trulieve-cannabis-corp-announces-insider-share-purchases-by-executive-leadership-and-board-members-302313784.html

SOURCE Trulieve Cannabis Corp.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/November2024/22/c2393.html

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Trulieve Reports Third Quarter 2024 Results Ahead of Florida Adult-Use Vote

Third quarter revenue of $284 million , up 3% year over year, in line with guidance
Gross margin of 61%, compared to 52% during the third quarter of 2023
Year to date cash flow from operations of $241 million and free cash flow of $162 million *
Florida adult-use campaign support of $48 million during the third quarter

Trulieve Cannabis Corp . (CSE: TRUL ) (OTCQX: TCNNF ) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the U.S., today announced its results for the quarter ended September 30, 2024. Results are reported in U.S. dollars and in accordance with U.S. Generally Accepted Accounting Principles unless otherwise indicated. Numbers may not sum perfectly due to rounding.

Q3 2024 Financial and Operational Highlights*

Revenue of $284 million increased 3% year over year, with 95% of revenue from retail sales.
Achieved gross margin of 61%, with GAAP gross profit of $173 million .
Reported net loss attributable to common shareholders of $60 million . Adjusted net loss of $12 million * excludes $48 million in campaign support and other non-recurring charges, asset impairments, disposals and discontinued operations.
Achieved adjusted EBITDA of $96 million *, or 34% of revenue, up 24% year over year.
Generated cash flow from operations of $30 million and free cash flow of $(7) million *, both of which were impacted by $48 million in campaign support.
Cash and short term investments at quarter end totaled $319 million .
Launched adult use sales at three Ohio locations: Beavercreek, Columbus , and Westerville .
Rolled out #YesOn3 product line to support Smart and Safe Florida adult-use campaign.
Entered partnership with Professional Pickleball Association and Major League Pickleball to sponsor events in Arizona , Florida , and Georgia .
Opened 15 new dispensaries in Florida and Pennsylvania .
Ended the quarter with 30% of retail locations outside of the state of Florida .

*See "Non-GAAP Financial Measures" below for additional information and a reconciliation to GAAP for all Non-GAAP metrics.

Recent Developments

Opened five new retail locations in Bonita Springs , Hallandale , Lake Placid , Orlando , and St. Augustine, Florida .
Currently operate 220 retail dispensaries and over four million square feet of cultivation and processing capacity in the United States .

Management Commentary

"As voters in Florida cast their ballots across the state today, there is an opportunity to make history by approving cannabis legalization for personal use," said Kim Rivers , Trulieve CEO. "With 156 stores in Florida , scaled production capacity, and sufficient capital to support further investment, if approved, Trulieve is best positioned to fully prepare for the launch of recreational sales next Spring."

Financial Highlights*

Results of Operations	For the Three Months Ended								For the Nine Months Ended
(Figures in millions except per share data)	September 30, 2024		September 30, 2023		% Better / (Worse)	June 30, 2024		% Better / (Worse)	September 30, 2024		September 30, 2023		% Better / (Worse)
Revenue	$	284	$	275	3 %	$	303	(6 %)	$	885	$	842	5 %
Gross profit	$	173	$	143	21 %	$	182	(5 %)	$	529	$	435	22 %
Gross margin %		61 %		52 %			60 %			60 %		52 %
Operating expenses	$	173	$	120	(44 %)	$	132	(31 %)	$	432	$	686	37 %
Operating expenses %		61 %		43 %			43 %			49 %		81 %
Net loss**	$	(60)	$	(25)	(137 %)	$	(12)	NMF	$	(95)	$	(493)	81 %
Net loss continuing operations	$	(60)	$	(23)	(163 %)	$	(11)	NMF	$	(94)	$	(399)	76 %
Adjusted net (loss) income	$	(12)	$	(15)	19 %	$	0	NMF	$	(22)	$	(47)	53 %
Basic and diluted shares outstanding		190		189			190			190		189
EPS continuing operations	$	(0.32)	$	(0.12)	(168 %)	$	(0.04)	NMF	$	(0.52)	$	(2.09)	75 %
Adjusted EPS	$	(0.06)	$	(0.08)	20 %	$	0.00	NMF	$	(0.12)	$	(0.25)	54 %
Adjusted EBITDA	$	96	$	78	24 %	$	107	(10 %)	$	309	$	235	32 %
Adjusted EBITDA Margin %		34 %		28 %			35 %			35 %		28 %

NMF - No Meaningful Figure

*See "Non-GAAP Financial Measures" below for additional information and a reconciliation to GAAP for all Non-GAAP metrics.

**Net loss attributable to common shareholders which excludes non-controlling interest.

Conference Call

The Company will host a conference call and live audio webcast on November 5, 2024, at 8:30 A.M. Eastern time , to discuss its third quarter 2024 financial results. Interested parties can join the conference call by dialing in as directed below. Please dial in 15 minutes prior to the call.

North American toll free: 1-844-824-3830		Passcode: 3735709

International: 1-412-542-4136		Passcode: 3735709

A live audio webcast of the conference call will be available at:
Trulieve Cannabis Corp Q3 2024 Earnings

A powerpoint presentation and archived replay of the webcast will be available at:
https: //investors.trulieve.com/events

The Company's Form 10-Q for the quarter ended September 30, 2024, will be available on the SEC's website or at https://investors.trulieve.com/quarterly-results . The Company's Management Discussion and Analysis for the period and the accompanying financial statements and notes will be available under the Company's profile on https://www.sedarplus.ca/landingpage/ and on its website at https://investors.trulieve.com/quarterly-results . This news release is not in any way a substitute for reading those financial statements, including the notes to the financial statements.

Trulieve Cannabis Corp. Condensed Consolidated Balance Sheets (Unaudited) (in millions, except for share data)

	September 30, 2024	December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$ 237.7	$ 201.4
Short-term investments	80.2	—
Restricted cash	0.9	6.6
Accounts receivable, net	9.0	6.7
Inventories	220.9	213.1
Income tax receivable	5.8	—
Prepaid expenses	19.2	17.6
Other current assets	26.6	23.7
Notes receivable - current portion, net	1.8	6.2
Assets associated with discontinued operations	0.9	2.0
Total current assets	603.0	477.3
Property and equipment, net	701.6	676.4
Right of use assets - operating, net	116.1	95.9
Right of use assets - finance, net	65.6	58.5
Intangible assets, net	873.3	917.2
Goodwill	483.9	483.9
Notes receivable, net	5.8	7.4
Other assets	23.0	10.4
Long-term assets associated with discontinued operations	2.0	2.0
TOTAL ASSETS	$ 2,874.2	$ 2,729.1
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities	$ 96.1	$ 83.2
Deferred revenue	6.7	1.3
Notes payable - current portion	3.3	3.8
Operating lease liabilities - current portion	11.6	10.1
Finance lease liabilities - current portion	9.1	7.6
Construction finance liabilities - current portion	1.8	1.5
Contingencies	4.6	4.4
Liabilities associated with discontinued operations	3.5	3.0
Total current liabilities	136.7	114.8
Long-Term Liabilities:
Private placement notes, net	364.4	363.2
Notes payable, net	112.8	115.9
Operating lease liabilities	113.4	92.2
Finance lease liabilities	68.4	61.7
Construction finance liabilities	135.9	136.7
Deferred tax liabilities	204.2	207.0
Uncertain tax position liabilities	384.1	180.4
Other long-term liabilities	6.5	7.1
Long-term liabilities associated with discontinued operations	39.4	41.6
TOTAL LIABILITIES	$ 1,565.8	$ 1,320.4
MEZZANINE EQUITY
Redeemable non-controlling interest	$ 7.1	$ —
SHAREHOLDERS' EQUITY
Common stock, no par value; unlimited shares authorized. 189,154,228 and 186,235,818 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.	$ —	$ —
Additional paid-in-capital	2,048.0	2,055.1
Accumulated deficit	(736.0)	(640.6)
Non-controlling interest	(10.7)	(5.9)
TOTAL SHAREHOLDERS' EQUITY	1,301.3	1,408.6
TOTAL LIABILITIES, MEZZANINE EQUITY, AND SHAREHOLDERS' EQUITY	$ 2,874.2	$ 2,729.1

Trulieve Cannabis Corp. Condensed Consolidated Statements of Operations (Unaudited) (in millions, except for share data)

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Revenue	$ 284.3	$ 275.2	$ 885.3	$ 842.2
Cost of goods sold	111.0	132.3	356.6	407.4
Gross profit	173.3	142.9	528.7	434.8
Expenses:
Sales and marketing	66.7	59.4	191.0	181.2
General and administrative	81.9	34.5	161.5	108.7
Depreciation and amortization	28.3	27.0	84.2	82.6
Impairment and disposal of long-lived assets, net of (recoveries)	(4.3)	(1.2)	(4.4)	5.5
Impairment of goodwill	—	—	—	307.6
Total expenses	172.7	119.6	432.3	685.6
Income (loss) from operations	0.6	23.3	96.5	(250.8)
Other income (expense):
Interest expense, net	(17.5)	(20.8)	(47.6)	(60.9)
Interest income	4.2	1.9	11.5	4.3
Gain on debt extinguishment	—	8.2	—	8.2
Other (expense) income, net	(0.2)	1.1	(4.8)	5.9
Total other expense, net	(13.5)	(9.6)	(40.9)	(42.6)
(Loss) income before provision for income taxes	(12.8)	13.7	55.6	(293.4)
Provision for income taxes	47.4	36.6	150.0	105.9
Net loss from continuing operations	(60.2)	(22.9)	(94.4)	(399.3)
Net loss from discontinued operations, net of tax benefit (provision) of zero, zero, zero, and $(0.6), respectively	(1.6)	(2.9)	(4.6)	(99.1)
Net loss	(61.9)	(25.8)	(99.0)	(498.3)
Less: net loss attributable to non-controlling interest from continuing operations	(1.4)	(0.5)	(2.8)	(3.8)
Less: net loss attributable to redeemable non-controlling interest from continuing operations	(0.3)	—	(0.9)	—
Less: net loss attributable to non-controlling interest from discontinued operations	—	—	—	(1.2)
Net loss attributable to common shareholders	$ (60.2)	$ (25.4)	$ (95.3)	$ (493.4)

Earnings Per Share (see numerator reconciliation below)
Net loss per share - Continuing operations:
Basic and diluted	$ (0.32)	$ (0.12)	$ (0.52)	$ (2.09)
Net loss per share - Discontinued operations:
Basic and diluted	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.52)
Weighted average number of common shares used in computing net loss per share:
Basic and diluted	190.2	188.9	190.0	189.0

EPS Numerator Reconciliation
Net loss attributable to common shareholders (from above)	$ (60.2)	$ (25.4)	$ (95.3)	$ (493.4)
Net loss from discontinued operations, net of tax, attributable to common shareholders	1.6	2.9	4.6	97.9
Adjustment of redeemable non-controlling interest to maximum redemption value	(2.1)	—	(9.0)	—
Net loss from continuing operations available to common shareholders	$ (60.6)	$ (22.5)	$ (99.7)	$ (395.5)

Trulieve Cannabis Corp. Condensed Consolidated Statements of Cash Flows (Unaudited) (in millions)

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Cash flows from operating activities
Net loss	$ (61.9)	$ (25.8)	$ (99.0)	$ (498.3)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	28.3	27.0	84.2	83.6
Depreciation included in cost of goods sold	13.3	14.5	40.1	45.4
Gain on debt extinguishment	—	(8.2)	—	(8.2)
Impairment and disposal of long-lived assets, net of (recoveries)	(4.3)	(1.2)	(4.4)	5.5
Impairment of goodwill	—	—	—	307.6
Amortization of operating lease right of use assets	3.0	2.5	8.3	7.8
Share-based compensation	5.5	4.5	15.6	7.4
Allowance for credit losses	0.5	0.5	4.9	0.9
Deferred income taxes	(6.2)	(6.5)	(2.7)	(18.7)
Loss from disposal of discontinued operations	—	0.6	—	69.8
Other non-cash changes	(0.3)	1.7	0.9	5.0
Changes in operating assets and liabilities:
Inventories	(13.3)	26.2	(8.3)	66.5
Accounts receivable	(1.5)	(1.2)	(0.7)	(1.9)
Prepaid expenses and other current assets	4.9	4.3	(0.9)	9.3
Other assets	(1.1)	0.3	(6.1)	2.0
Accounts payable and accrued liabilities	4.9	8.9	4.6	4.5
Income tax receivable / payable	0.5	(0.1)	(4.3)	(49.9)
Other liabilities	—	0.9	0.2	(14.4)
Operating lease liabilities	(1.6)	(2.1)	(6.0)	(6.9)
Deferred revenue	2.3	(2.2)	5.3	(6.0)
Uncertain tax position liabilities	51.0	50.7	203.8	61.8
Other long-term liabilities	1.8	(1.8)	(0.7)	(2.6)
Proceeds received from insurance for operating expenses	4.4	—	5.9	—
Net cash provided by operating activities	30.3	93.4	240.8	70.4
Cash flows from investing activities
Purchases of property and equipment	(36.9)	(6.3)	(79.0)	(31.0)
Capitalized interest	(1.2)	0.9	(0.9)	0.1
Purchases of internal use software	(6.8)	(3.4)	(18.3)	(7.7)
Purchases of short-term investments	(80.0)	—	(80.0)	—
Cash paid for licenses	(6.5)	—	(7.0)	(4.0)
Payment for initial direct costs on finance leases	(0.6)	—	(0.6)	—
Proceeds from disposal activities	0.3	3.5	1.0	11.7
Proceeds from notes receivable repayments	0.3	0.2	0.9	0.6
Proceeds received from insurance recoveries on property and equipment	—	—	0.5	—
Net cash used in investing activities	(131.5)	(5.0)	(183.4)	(30.3)
Cash flows from financing activities
Payments for taxes related to net share settlement of equity awards	(12.2)	—	(12.3)	—
Payments on finance lease obligations	(1.9)	(1.8)	(5.5)	(5.7)
Payments on notes payable	(1.4)	(0.7)	(3.8)	(5.5)
Payments on construction finance liabilities	(0.9)	(0.7)	(2.5)	(1.3)
Payments and costs related to consolidated VIE settlement transaction	—	—	(5.1)	—
Distributions to subsidiary non-controlling interest	—	—	(1.1)	(0.1)
Payments on private placement notes	—	(47.6)	—	(47.6)
Payments for debt issuance costs	—	(0.4)	—	(0.4)
Proceeds from non-controlling interest holders' subscription	—	—	3.0	—
Proceeds from equity exercises	—	—	0.2	—
Net cash used in financing activities	(16.4)	(51.3)	(27.1)	(60.6)
Net (decrease) increase in cash, and cash equivalents	(117.5)	37.2	30.3	(20.5)
Cash, cash equivalents, and restricted cash, beginning of period	356.1	159.9	208.0	213.8
Cash and cash equivalents of discontinued operations, beginning of period	—	1.8	0.3	5.7
Less: cash and cash equivalents of discontinued operations, end of period	—	(0.1)	—	(0.1)
Cash, cash equivalents, and restricted cash, end of period	$ 238.6	$ 198.9	$ 238.6	$ 198.9

The consolidated statements of cash flows include continuing operations and discontinued operations for the periods presented.

Non-GAAP Financial Measures (Unaudited)

In addition to our results determined in accordance with GAAP, we supplement our results with non-GAAP financial measures, including EBITDA, adjusted EBITDA, adjusted EBITDA margin %, adjusted net (loss) income, adjusted net (loss) income per diluted share, and free cash flow. The Company calculates EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization; adjusted EBITDA as net income (loss) before net interest expense, interest income, income tax expense, depreciation and amortization and also excludes certain extraordinary items; adjusted EBITDA margin as adjusted EBITDA as % of revenue, adjusted net (loss) income as net income (loss) less certain extraordinary items; adjusted EPS as adjusted net (loss) income divided by basic and diluted shares outstanding; and free cash flow as cash flow from operations less capital expenditures. Our management uses these non-GAAP financial measures in conjunction with GAAP financial measures to evaluate our operating results and financial performance. We believe these measures are useful to investors as they are widely used measures of performance and can facilitate comparison to other companies. These non-GAAP financial measures are not, and should not be considered as, measures of liquidity. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with GAAP financial performance measures. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found below. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP.

Reconciliation of Non-GAAP EBITDA and Adjusted EBITDA (Unaudited)
The following table presents a reconciliation of GAAP net loss attributable to common shareholders to non-GAAP EBITDA and Adjusted EBITDA for each of the periods presented:

(Amounts expressed in millions of United States dollars)	Three Months Ended						For the Nine Months Ended
(Amounts expressed in millions of United States dollars)	September 30, 2024		September 30, 2023		June 30, 2024		September 30, 2024		September 30, 2023
Net loss attributable to common shareholders	$	(60.2)	$	(25.4)	$	(12.0)	$	(95.3)	$	(493.4)
Add (deduct) impact of:
Interest expense, net	$	17.5	$	20.8	$	15.4	$	47.6	$	60.9
Interest income	$	(4.2)	$	(1.9)	$	(4.0)	$	(11.5)	$	(4.3)
Provision for income taxes	$	47.4	$	36.6	$	47.2	$	150.0	$	105.9
Depreciation and amortization	$	28.3	$	27.0	$	28.1	$	84.2	$	82.6
Depreciation included in cost of goods sold	$	13.3	$	14.6	$	13.3	$	40.1	$	42.7
EBITDA (Non-GAAP)	$	42.1	$	71.8	$	88.0	$	215.0	$	(205.5)
EBITDA Margin (Non-GAAP)		15 %		26 %		29 %		24 %		(24 %)

Impairment of goodwill	$	—	$	—	$	—	$	—	$	307.6
Impairment and disposal of long-lived assets, net of (recoveries)	$	(4.3)	$	(1.2)	$	1.2	$	(4.4)	$	5.5
Legislative campaign contributions	$	48.4	$	0.5	$	5.0	$	62.7	$	19.6
Acquisition, transaction, and other non-recurring costs	$	2.6	$	8.5	$	4.3	$	10.6	$	16.1
Share-based compensation	$	5.5	$	4.5	$	5.0	$	15.6	$	7.4
Gain on debt extinguishment	$	—	$	(8.2)	$	—	$	—	$	(8.2)
Other (expense) income, net	$	0.2	$	(1.1)	$	1.8	$	4.8	$	(5.9)
Discontinued operations, net of tax, attributable to common shareholders	$	1.6	$	2.9	$	1.6	$	4.6	$	97.9
Adjusted EBITDA (Non-GAAP)	$	96.1	$	77.7	$	107.0	$	308.8	$	234.5
Adjusted EBITDA Margin (Non-GAAP)		34 %		28 %		35 %		35 %		28 %

Reconciliation of Non-GAAP Adjusted Net (Loss) Income (Unaudited)
The following table presents a reconciliation of GAAP net loss attributable to common shareholders to non-GAAP adjusted net (loss) income, for each of the periods presented:

	For the Three Months Ended						For the Nine Months Ended
(Amounts expressed in millions of United States dollars)	September 30, 2024		September 30, 2023		June 30, 2024		September 30, 2024		September 30, 2023
Net loss attributable to common shareholders	$	(60.2)	$	(25.4)	$	(12.0)	$	(95.3)	$	(493.4)
Net loss from discontinued operations, net of tax, attributable to common shareholders	$	1.6	$	2.9	$	1.6	$	4.6	$	97.9
Adjustment of redeemable non-controlling interest to maximum redemption value	$	(2.1)	$	—	$	1.9	$	(9.0)	$	—
Net loss from continuing operations available to common shareholders	$	(60.6)	$	(22.5)	$	(8.5)	$	(99.7)	$	(395.5)
Add (deduct) impact of:
Adjustment of redeemable non-controlling interest to maximum redemption value	$	2.1	$	—	$	(1.9)	$	9.0	$	—
Impairment of goodwill	$	—	$	—	$	—	$	—	$	307.6
Impairment and disposal of long-lived assets, net of (recoveries)	$	(4.3)	$	(1.2)	$	1.2	$	(4.4)	$	5.5
Legislative campaign contributions	$	48.4	$	0.5	$	5.0	$	62.7	$	19.6
Acquisition, transaction, and other non-recurring costs	$	2.6	$	8.5	$	4.3	$	10.6	$	16.1
Fair value of derivative liabilities - warrants	$	—	$	—	$	—	$	—	$	(0.3)
Adjusted net (loss) income (Non-GAAP)	$	(11.9)	$	(14.7)	$	0.2	$	(21.9)	$	(47.0)

Reconciliation of Non-GAAP Adjusted Net (Loss) Income Per Diluted Share (Unaudited)
The following table presents a reconciliation of GAAP net loss attributable to common shareholders per share to non-GAAP adjusted net (loss) income per diluted share, for each of the periods presented:

	For the Three Months Ended						For the Nine Months Ended
(Amounts expressed are per share except for shares which are in millions)	September 30, 2024		September 30, 2023		June 30, 2024		September 30, 2024		September 30, 2023
Net loss attributable to common shareholders	$	(0.32)	$	(0.13)	$	(0.06)	$	(0.50)	$	(2.61)
Net loss from discontinued operations, net of tax, attributable to common shareholders	$	0.01	$	0.02	$	0.01	$	0.02	$	0.52
Adjustment of redeemable non-controlling interest to maximum redemption value	$	(0.01)	$	—	$	0.01	$	(0.05)	$	—
Net loss from continuing operations available to common shareholders	$	(0.32)	$	(0.12)	$	(0.04)	$	(0.52)	$	(2.09)
Add (deduct) impact of:
Adjustment of redeemable non-controlling interest to maximum redemption value	$	0.01	$	—	$	(0.01)	$	0.05	$	—
Impairment of goodwill	$	—	$	—	$	—	$	—	$	1.63
Impairment and disposal of long-lived assets, net of (recoveries)	$	(0.02)	$	(0.01)	$	0.01	$	(0.02)	$	0.03
Legislative campaign contributions	$	0.25	$	0.00	$	0.03	$	0.33	$	0.10
Acquisition, transaction, and other non-recurring costs	$	0.01	$	0.05	$	0.02	$	0.06	$	0.09
Fair value of derivative liabilities - warrants	$	—	$	—	$	—	$	—	$	0.00
Adjusted net (loss) income (Non-GAAP)	$	(0.06)	$	(0.08)	$	0.00	$	(0.12)	$	(0.25)
Basic and diluted shares outstanding		190.2		188.9		190.3		190.0		189.0

Reconciliation of Non-GAAP Free Cash Flow (Unaudited)
The following table presents a reconciliation of GAAP cash flow from operating activities to non-GAAP free cash flow, for each of the periods presented:

	For the Three Months Ended						For the Nine Months Ended
(Amounts expressed in millions of United States dollars)	September 30, 2024		September 30, 2023		June 30, 2024		September 30, 2024		September 30, 2023
Cash flow from operating activities	$	30.3	$	93.4	$	71.3	$	240.8	$	70.4
Payments for property and equipment	$	(36.9)	$	(6.3)	$	(26.5)	$	(79.0)	$	(31.0)
Free cash flow (Non-GAAP)	$	(6.6)	$	87.2	$	44.8	$	161.8	$	39.4

Forward-Looking Statements

This news release includes forward-looking information and statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to the Company's expectations or forecasts of business, operations, financial performance, cash flows, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the potential approval of cannabis legalization for personal use in Florida , the Company's growth opportunities and the Company's positioning for the future. Words such as "expects", "continue", "will", "anticipates" and "intends" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the Company's current projections and expectations about future events and financial trends that management believes might affect its financial condition, results of operations, business strategy and financial needs, and on certain assumptions and analysis made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors management believes are appropriate. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein, including, without limitation, the risks discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023 and in our periodic reports subsequently filed with the United Sates Securities and Exchange Commission and in the Company's filings on https://www.sedarplus.ca/landingpage/ . Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof and, except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise.

About Trulieve

Trulieve is an industry leading, vertically integrated cannabis company and multi-state operator in the U.S., with leading market positions in Arizona , Florida , and Pennsylvania . Trulieve is poised for accelerated growth and expansion, building scale in retail and distribution in new and existing markets through its hub strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers to live without limits. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, please visit Trulieve.com .

Facebook: @Trulieve
Instagram: @Trulieve_
X: @Trulieve

Investor Contact
Christine Hersey , Vice President of Investor Relations
+1 (424) 202-0210
Christine.Hersey@Trulieve.com

Media Contact
Phil Buck , APR, Corporate Communications Manager
+1 (406) 370-6226
Philip.Buck@Trulieve.com

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SOURCE Trulieve Cannabis Corp.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/November2024/05/c9112.html

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(in thousands of USD)	Three months ended September 30,						Change					Nine months ended September 30,						Change
		2024			2023		$			%			2024			2023		$			%
Cronos net revenue, excluding Cronos GrowCo net revenue ⁽ⁱ⁾	$	29,996		$	24,810		$	5,186		21	%	$	83,046		$	63,326		$	19,720		31	%
Cronos GrowCo net revenue ⁽ⁱⁱ⁾		4,268			—			4,268		N/A			4,268			—			4,268		N/A
Net revenue	$	34,264		$	24,810		$	9,454		38	%	$	87,314		$	63,326		$	23,988		38	%

Cost of sales		30,341			20,124			10,217		51	%		72,216			52,614			19,602		37	%
Inventory write-down		312			716			(404	)	(56	)%		707			716			(9	)	(1	)%
Gross profit	$	3,611		$	3,970		$	(359	)	(9	)%	$	14,391		$	9,996		$	4,395		44	%
Gross margin ⁽ⁱⁱⁱ⁾		11	%		16	%	N/A			(5) pp			16	%		16	%	N/A			—pp

Inventory step-up recorded to cost of sales		7,116			—			7,116		N/A			7,116			—			7,116		N/A
Adjusted Gross Profit ⁽ⁱ^v⁾	$	10,727		$	3,970		$	6,757		170	%	$	21,507		$	9,996		$	11,511		115	%
Adjusted Gross Margin ⁽^v⁾		31	%		16	%	N/A			15pp			25	%		16	%	N/A			9pp

Net income (loss)	$	7,324		$	(1,590	)	$	8,914		N/M		$	(3,919	)	$	(25,288	)	$	21,369		85	%

Adjusted EBITDA ⁽^iv⁾	$	(6,019	)	$	(15,187	)	$	9,168		60	%	$	(27,739	)	$	(46,774	)	$	19,035		41	%

Other Data
Cash and cash equivalents ^(vi)	$	862,034		$	571,656		$	290,378		51	%
Short-term investments ^(vi)		—			267,905			(267,905	)	(100	)%
Capital expenditures ⁽^vii⁾		6,536			325			6,211		1,911	%		9,446			1,631			7,815		479	%

	As of September 30, 2024			As of December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	862,034		$	669,291
Short-term investments		—			192,237
Accounts receivable, net		20,480			13,984
Interest receivable		7,190			10,012
Other receivables		5,690			6,341
Current portion of loans receivable, net		233			5,541
Inventory, net		47,250			30,495
Prepaids and other current assets		7,326			5,405
Held-for-sale assets		8,971			—
Total current assets		959,174			933,306
Equity method investments, net		—			19,488
Other investments		2,900			35,251
Non-current portion of loans receivable, net		16,086			69,036
Property, plant and equipment, net		162,516			59,468
Right-of-use assets		1,052			1,356
Goodwill		38,028			1,057
Intangible assets, net		4,247			21,078
Other assets		130			45
Total assets	$	1,184,133		$	1,140,085

Liabilities
Current liabilities
Accounts payable	$	6,532		$	12,130
Income taxes payable		94			64
Accrued liabilities		31,766			27,736
Current portion of lease obligation		980			994
Derivative liabilities		192			102
Current portion due to non-controlling interests		—			373
Total current liabilities		39,564			41,399
Non-current portion due to non-controlling interests		1,243			1,003
Non-current portion of lease obligation		872			1,559
Deferred tax liability		11,143			—
Total liabilities		52,822			43,961

Shareholders' equity
Share capital		616,403			613,725
Additional paid-in capital		51,523			48,449
Retained earnings		413,995			416,719
Accumulated other comprehensive gain (loss)		(361	)		20,678
Total equity attributable to shareholders of Cronos Group		1,081,560			1,099,571
Non-controlling interests		49,751			(3,447	)
Total shareholders' equity		1,131,311			1,096,124
Total liabilities and shareholders' equity	$	1,184,133		$	1,140,085

	Three months ended September 30,						Nine months ended September 30,
(In thousands of U.S. dollars, except share and per share amounts, unaudited)		2024			2023			2024			2023
Net revenue, before excise taxes	$	46,594		$	33,912		$	120,639		$	86,264
Excise taxes		(12,330	)		(9,102	)		(33,325	)		(22,938	)
Net revenue		34,264			24,810			87,314			63,326
Cost of sales		30,341			20,124			72,216			52,614
Inventory write-down		312			716			707			716
Gross profit		3,611			3,970			14,391			9,996
Operating expenses
Sales and marketing		5,528			5,296			15,190			16,334
Research and development		1,242			1,246			3,201			4,392
General and administrative		12,760			14,366			34,434			39,673
Restructuring costs		—			1,423			630			1,423
Share-based compensation		2,262			1,957			6,513			6,823
Depreciation and amortization		1,098			1,457			3,237			4,515
Impairment loss on long-lived assets		14,376			—			16,350			—
Total operating expenses		37,266			25,745			79,555			73,160
Operating loss		(33,655	)		(21,775	)		(65,164	)		(63,164	)
Other income
Interest income, net		12,460			13,375			40,156			37,021
Share of income from equity method investments		—			1,057			2,365			831
Gain on revaluation of loan receivable		11,804			—			11,804			—
Gain on revaluation of equity method investment		32,469			—			32,469			—
Loss on revaluation of financial instruments		(293	)		(5,291	)		(6,550	)		(7,856	)
Impairment loss on other investments		—			—			(25,650	)		—
Foreign currency transaction gain (loss)		(7,432	)		8,816			12,370			3,999
Loss on held-for-sale assets		(10,422	)		—			(10,422	)		—
Other, net		(315	)		974			(737	)		1,011
Total other income		38,271			18,931			55,805			35,006
Income (loss) before income taxes		4,616			(2,844	)		(9,359	)		(28,158	)
Income tax benefit		(2,708	)		(1,254	)		(5,440	)		(2,870	)
Income (loss) from continuing operations		7,324			(1,590	)		(3,919	)		(25,288	)
Loss from discontinued operations		—			(182	)		—			(4,238	)
Net income (loss)		7,324			(1,772	)		(3,919	)		(29,526	)
Net loss attributable to non-controlling interest		(1,025	)		(128	)		(1,270	)		(353	)
Net income (loss) attributable to Cronos Group	$	8,349		$	(1,644	)	$	(2,649	)	$	(29,173	)
Comprehensive income (loss)
Net income (loss)	$	7,324		$	(1,772	)	$	(3,919	)	$	(29,526	)
Other comprehensive income (loss)
Foreign exchange gain (loss) on translation		12,408			(20,090	)		(20,113	)		(1,096	)
Comprehensive income (loss)		19,732			(21,862	)		(24,032	)		(30,622	)
Comprehensive loss attributable to non-controlling interests		(269	)		(41	)		(344	)		(136	)
Comprehensive income (loss) attributable to Cronos Group	$	20,001		$	(21,821	)	$	(23,688	)	$	(30,486	)
Net income (loss) per share
Basic - continuing operations	$	0.02		$	—		$	(0.01	)	$	(0.07	)
Basic - discontinued operations		—			—			—			(0.01	)
Basic net income (loss) per share attributable to Cronos Group	$	0.02		$	—		$	(0.01	)	$	(0.08	)

Diluted - continuing operations	$	0.02		$	—		$	(0.01	)	$	(0.07	)
Diluted - discontinued operations		—			—			—			(0.01	)
Diluted net income (loss) per share attributable to Cronos Group	$	0.02		$	—		$	(0.01	)	$	(0.08	)

	Nine months ended September 30,
		2024			2023
Operating activities
Net loss	$	(3,919	)	$	(29,526	)
Adjustments to reconcile net loss to cash used in operating activities:
Share-based compensation		6,513			6,840
Depreciation and amortization		6,811			6,933
Impairment loss on long-lived assets		16,350			205
Impairment loss on other investments		25,650			—
Loss from investments		4,103			7,103
Changes in expected credit losses on long-term financial assets		1,026			(1,339	)
Revaluation of equity method investment		(32,469	)		—
Revaluation of loan receivable		(11,804	)		—
Loss on held-for-sale assets		10,422			—
Inventory step-up recorded to cost of sales		7,116			—
Foreign currency transaction (gain) loss		(12,370	)		(3,999	)
Other non-cash operating activities, net		(11	)		(1,904	)
Changes in operating assets and liabilities:
Accounts receivable, net		(5,402	)		6,976
Interest receivable		(1,018	)		(14,601	)
Other receivables		1,658			25
Prepaids and other current assets		(1,217	)		1,074
Inventory		7,162			976
Accounts payable		(9,102	)		(7,595	)
Income taxes payable		(9	)		(32,728	)
Accrued liabilities		1,633			1,910
Cash flows provided by (used in) operating activities		11,123			(59,650	)
Investing activities
Purchase of short-term investments		—			(537,186	)
Proceeds from short-term investments		187,166			380,765
Cash acquired in business combinations		5,993			—
Dividends received from equity method investment		—			1,301
Dividend proceeds		—			346
Advances on loans receivable		(8,822	)		—
Proceeds from repayment on loans receivable		5,290			14,151
Purchase of property, plant and equipment		(8,868	)		(1,287	)
Purchase of intangible assets		(578	)		(344	)
Other investing activities		—			862
Cash flows provided by (used in) investing activities		180,181			(141,392	)
Financing activities
Withholding taxes paid on share-based awards		(918	)		(812	)
Cash flows used in financing activities		(918	)		(812	)
Effect of foreign currency translation on cash and cash equivalents		2,357			8,866
Net change in cash and cash equivalents		192,743			(192,988	)
Cash and cash equivalents, beginning of period		669,291			764,644
Cash and cash equivalents, end of period	$	862,034		$	571,656
Supplemental cash flow information
Interest paid	$	—		$	—
Interest received	$	38,965		$	22,203
Income taxes paid	$	621		$	33,013

	Three months ended September 30, 2024
	Continuing Operations			Discontinued Operations		Total
Net income	$	7,324		$	—	$	7,324
Interest income, net		(12,460	)		—		(12,460	)
Income tax benefit		(2,708	)		—		(2,708	)
Depreciation and amortization		3,567			—		3,567
EBITDA		(4,277	)		—		(4,277	)
Impairment loss on long-lived assets ⁽ⁱ⁾		14,376			—		14,376
Revaluation gain on loan receivable ⁽ⁱⁱ⁾		(11,804	)		—		(11,804	)
Gain on revaluation of equity method investment ⁽ⁱⁱⁱ⁾		(32,469	)		—		(32,469	)
Loss on revaluation of financial instruments ^(iv)		293			—		293
Foreign currency transaction loss		7,432			—		7,432
Transaction costs ^(vi)		334			—		334
Loss on held-for-sale assets ^(vii)		10,422			—		10,422
Other, net ^(viii)		315			—		315
Share-based compensation ^(ix)		2,262			—		2,262
Financial statement review costs ^(xi)		(19	)		—		(19	)
Inventory step-up recorded to cost of sales ^(xiii)		7,116			—		7,116
Adjusted EBITDA	$	(6,019	)	$	—	$	(6,019	)

Cronos Group Inc.
Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)

Cronos Group Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands of U.S. dollars, except share amounts, unaudited)

	Three months ended September 30, 2023
	Continuing Operations			Discontinued Operations			Total
Net loss	$	(1,590	)	$	(182	)	$	(1,772	)
Interest income, net		(13,375	)		(1	)		(13,376	)
Income tax benefit		(1,254	)		—			(1,254	)
Depreciation and amortization		2,148			—			2,148
EBITDA		(14,071	)		(183	)		(14,254	)
Share of income from equity method investments		(1,057	)		—			(1,057	)
Loss on revaluation of financial instruments ^(iv)		5,291			—			5,291
Foreign currency transaction gain		(8,816	)		—			(8,816	)
Other, net ^(viii)		(974	)		(31	)		(1,005	)
Restructuring costs ^(ix)		1,423			28			1,451
Share-based compensation ^(x)		1,957			(4	)		1,953
Financial statement review costs ^(xi)		344			—			344
Inventory write-down ^(xii)		716			—			716
Adjusted EBITDA	$	(15,187	)	$	(190	)	$	(15,377	)

	Nine months ended September 30, 2024
	Continuing Operations			Discontinued Operations		Total
Net loss	$	(3,919	)	$	—	$	(3,919	)
Interest income, net		(40,156	)		—		(40,156	)
Income tax benefit		(5,440	)		—		(5,440	)
Depreciation and amortization		6,811			—		6,811
EBITDA		(42,704	)		—		(42,704	)
Share of income from equity method investments		(2,365	)		—		(2,365	)
Impairment loss on long-lived assets ⁽ⁱ⁾		16,350			—		16,350
Revaluation gain on loan receivable ⁽ⁱⁱ⁾		(11,804	)		—		(11,804	)
Gain on revaluation of equity method investment ⁽ⁱⁱⁱ⁾		(32,469	)		—		(32,469	)
Loss on revaluation of financial instruments ^(iv)		6,550			—		6,550
Impairment loss on other investments ^(v)		25,650			—		25,650
Foreign currency transaction gain		(12,370	)		—		(12,370	)
Transaction costs ^(vi)		530			—		530
Loss on held-for-sale assets ^(vii)		10,422			—		10,422
Other, net ^(viii)		737			—		737
Restructuring costs ^(ix)		630			—		630
Share-based compensation ^(x)		6,513			—		6,513
Financial statement review costs ^(xi)		(525	)		—		(525	)
Inventory step-up recorded to cost of sales ^(xiii)		7,116			—		7,116
Adjusted EBITDA	$	(27,739	)	$	—	$	(27,739	)

	Nine months ended September 30, 2023
	Continuing Operations			Discontinued Operations			Total
Net loss	$	(25,288	)	$	(4,238	)	$	(29,526	)
Interest income, net		(37,021	)		(9	)		(37,030	)
Income tax benefit		(2,870	)		—			(2,870	)
Depreciation and amortization		6,689			244			6,933
EBITDA		(58,490	)		(4,003	)		(62,493	)
Share of income from equity method investments		(831	)		—			(831	)
Impairment loss on long-lived assets ⁽ⁱ⁾		—			205			205
Loss on revaluation of financial instruments ^(iv)		7,856			—			7,856
Foreign currency transaction gain		(3,999	)		—			(3,999	)
Other, net ^(viii)		(1,011	)		132			(879	)
Restructuring costs ^(ix)		1,423			562			1,985
Share-based compensation ^(x)		6,823			17			6,840
Financial statement review costs ^(xi)		739			—			739
Inventory write-down ^(xii)		716			839			1,555
Adjusted EBITDA	$	(46,774	)	$	(2,248	)	$	(49,022	)

	As Reported											As Adjusted for Constant Currency
	Three months ended September 30,						As Reported Change					Three months ended September 30,			Constant Currency Change
		2024			2023		$			%			2024		$			%
Net revenue	$	34,264		$	24,810		$	9,454		38	%	$	34,661		$	9,851		40	%
Gross profit		3,611			3,970			(359	)	(9	)%		3,608			(362	)	(9	)%
Gross margin		11	%		16	%		N/A		(5)pp			10	%		N/A		(6)pp

Operating expenses		37,266			25,745			11,521		45	%		38,079			12,334		48	%
Net income (loss) from continuing operations		7,324			(1,590	)		8,914		N/M			8,219			9,809		N/M
Adjusted EBITDA		(6,019	)		(15,187	)		9,168		60	%		(6,514	)		8,673		57	%

	Nine months ended September 30,						As Reported Change					Nine months ended September 30,			Constant Currency Change
		2024			2023		$			%			2024		$			%
Net revenue	$	87,314		$	63,326		$	23,988		38	%	$	88,456		$	25,130		40	%
Gross profit		14,391			9,996			4,395		44	%		14,591			4,595		46	%
Gross margin		16	%		16	%		N/A		—pp			16	%	N/A			—pp

Operating expenses		79,555			73,160			6,395		9	%		80,415			7,255		10	%
Net loss from continuing operations		(3,919	)		(25,288	)		21,369		85	%		(2,424	)		22,864		90	%
Adjusted EBITDA		(27,739	)		(46,774	)		19,035		41	%		(28,022	)		18,752		40	%

	As of September 30,			As of December 31,			As Reported Change					As of September 30,			Constant Currency Change
		2024			2023		$			%			2024		$			%
Cash and cash equivalents	$	862,034		$	669,291		$	192,743		29	%	$	865,277		$	195,986		29	%
Short-term investments		—			192,237			(192,237	)	(100	)%		—			(192,237	)	(100	)%
Total cash and cash equivalents and short-term investments	$	862,034		$	861,528		$	506		—	%	$	865,277		$	3,749		—	%

(Exchange rates are shown as C$ per $)	As of
	September 30, 2024	September 30, 2023	December 31, 2023
Spot rate	1.3525	1.3577	1.3243
Year-to-date average rate	1.3601	1.3455	N/A

(Exchange rates are shown as ILS per $)	As of
	September 30, 2024	September 30, 2023	December 31, 2023
Spot rate	3.7269	3.8138	3.6163
Year-to-date average rate	3.6994	3.6385	N/A

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