Trulieve Announces Closing of $140 Million Private Placement of 10.5% Senior Secured Notes
TALLAHASSEE, Fla., Dec. 17, 2025 /PRNewswire/ — Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) (“Trulieve” or “the Company”), a leading and most profitable cannabis company in the United States, today announced the closing of a private placement of 10.5% Senior Secured Notes due 2030 (the “Notes”) with “gross proceeds of $40 million” (for aggregate proceeds of $40 million). The offer size has been increased taking into account the market demand for the Bonds.
The bonds were issued at 100% of face value and are the Company’s principal secured obligations. The Notes bear interest at 10.5% per annum, payable in equal semi-annual installments until maturity, unless earlier redeemed or redeemed. The Notes mature on December 17, 2030 and may be redeemed in whole or in part at any time from time to time on or after December 17, 2027 at the applicable redemption price set forth in the second supplemental indenture governing the Notes.
The offering was made on a “best efforts” basis pursuant to the terms of an amended and restated agency agreement between the Company and Canaccord Genuity Corp., as sole agent and sole registrar. The Company has completed the required filings to list the securities on the Canadian Securities Exchange (“CSE”) following the expiration of the four-month Canadian statutory holding period.
The Company intends to use the net proceeds from the Offering for capital expenditures and other general corporate purposes.
The offer and sale of the Notes has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or the laws of any other jurisdiction. This news release shall not constitute an offer to sell or an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction where such offer, solicitation or sale would be unlawful.
About Trulieve
Trulieve is an industry-leading, vertically integrated cannabis company and multi-state operator in the US with leading locations in Arizona, Florida and Pennsylvania. Trulieve is poised for accelerated growth and expansion, building retail scale and distribution in new and existing markets through its central 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 live limitless lives. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, visit Trulieve.com.
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New Cannabis Ventures offers readers this easy-to-read exclusive summary of BDSA’s 15-state monthly cannabis sales data.
In January, cannabis sales decreased sequentially by 3.1%. In this review, we break down the results by state, starting with the western markets and then ending with the eastern markets. Overall, the BDSA estimates sales in 15 markets totaled $2.07 billion in January, up 4.6 percent from a year earlier. BDSA updated its Illinois numbers after the state recently changed the way it counts sales.
Western markets
BDSA provides coverage for Arizona, California, Colorado, Nevada and Oregon. In December, annual growth was negative in 4 states. Growth in each of these states fell in succession.
Eastern markets
BDSA provides coverage for Florida, Illinois, Maryland, Massachusetts, Michigan, Missouri, New Jersey, New York, Ohio and Pennsylvania. Annual growth in December ranged from -3.1% in Missouri to +37.6% in New York. Ohio began using adults in August, spurring growth. Note that Florida and Pennsylvania are medical markets only. On a daily basis, sequential gains declined in eight markets. Annual growth was negative in both markets and sharp in both states. We warned of a potential slowdown in Florida despite strong dispensary and unit volume growth due to competitive pressure.
For readers interested in a deeper look hemp markets in these fifteen states and more, including segmentation by additional product categories, brand and product details, longer history and segmentation by product attributes, learn how BDSA Solutions can give you access to actionable data and analytics.
Based in Houston, Alan leverages his experience as an online community founder 420 Investorthe first and still the largest due diligence platform focused on publicly traded stocks in the cannabis industry. With his extensive network in the cannabis community, Alan continues to find new ways to connect the industry and facilitate its sustainable growth. time New Cannabis Ventureshe is responsible for content development and strategic alliances. Before turning his attention to the cannabis industry in early 2013, Alan, who began his career on Wall Street in 1986, worked as an independent research analyst with more than two decades of research and portfolio management experience. A prolific writer, with over 650 articles published since 2007 Looking for Alphawhere he has 70,000 followers, Alan is a frequent speaker at industry conferences and frequent source Media including the NY Times, Wall Street Journal, Fox Business and Bloomberg TV. Contact Alan. Twitter: |: Facebook |: LinkedIn: |: El
Illinois released sales figures for two months on Friday. The last time it released the data in November, the state did a major review of historical sales after a long delay, and it was updated to October. The previous report was for Cannabis for adults in May. The November document explained that the lack of data was due to the Metrc transition. “Sales tracking features in Metrc help retailers more accurately and reliably report actual sales, including all discounts and promotions at checkout. A careful review of past data shows that some initial discount prices were collected in previous months.” Here is the updated data until the end of 2025.
Statewide adult cannabis sales rose 5.6% sequentially to $116.6 million in December, up 2.2% on the day. Year-on-year growth was -23.9%, a slight improvement from November’s -26.1% growth. Here is a chart of adult sales over time:
After growing 106% in 2021, 13% in 2022 and 5% in 2023, annual sales for adults are set to grow 5.4% to $1.72 billion in 2024. In 2025, they decreased by 12.5% to $1.51 billion, which was lower than the total in 2022.
There hasn’t been an update from the state on medical cannabis in a while. The state exempts the sale separately from its medical plan, and April issue showed that sales fell 1.6% sequentially to $19.7 million, down 13.2% year over year.
Based in Houston, Alan leverages his experience as an online community founder 420 Investorthe first and still the largest due diligence platform focused on publicly traded stocks in the cannabis industry. With his extensive network in the cannabis community, Alan continues to find new ways to connect the industry and facilitate its sustainable growth. time New Cannabis Ventureshe is responsible for content development and strategic alliances. Before turning his attention to the cannabis industry in early 2013, Alan, who began his career on Wall Street in 1986, worked as an independent research analyst with more than two decades of research and portfolio management experience. A prolific writer, with over 650 articles published since 2007 Looking for Alphawhere he has 70,000 followers, Alan is a frequent speaker at industry conferences and frequent source Media including the NY Times, Wall Street Journal, Fox Business and Bloomberg TV. Contact Alan. Twitter: |: Facebook |: LinkedIn: |: El
You are reading this week’s edition of New Cannabis Ventures, a weekly magazine we have published since October 2015. The newsletter includes unique insight to help our readers stay ahead of the curve, as well as links to the most important news of the week. We no longer email them like we used to, but post this and all newsletters on our website here.
friends,
This week, Scotts Miracle-Gro, the largest stock in the Global Hemp Stock Index by market capitalization, announced that it has found a buyer for its Hawthorne Gardening Company business in Vireo Growth. This news first appeared in an online article published by the Wall Street Journaland then Vireo issued a press release like Scotts Miracle-Gro, which also reported in its fiscal 1st quarter.
The deal is not a done deal. Vireo called it a “non-binding memorandum of understanding” but did not discuss the terms of the deal or when it might close. Scotts Miracle-Gro, which had already told investors it was working on this type of deal, did not disclose Hawthorne’s financial results for the 1st quarter. Analysts didn’t really ask any questions about it during the conference. The WSJ article said Vireo is giving Scotts Miracle-Gro 13% of its stock in return, but neither company has disclosed that in their press releases or SEC filings.
I include SMG in my 420 Investor Focus List, but Vireo is not a member of that group. Vireo also failed to qualify for the Global Cannabis Stock Index due to its low trading volumes. As I detailed five weeks ago, The Vireo has grown very large in terms of revenue and its geographic focus. The stock was then at $0.625 and is now lower, closing at $0.55. On Christmas Eve, the decline was 12.0%, while the MSOS fell 10.1%.
Maybe investors are interested in this deal and I’m not. First, it’s not a done deal. Second, to purchase Hawthorne, the investor must assume 280E taxation risk. Third, the price seems high, as 13% of the company is worth about $75 million. Fourth, it’s not clear to me that marrying a hemp operator with a subsidiary makes sense as I recall TILT Holdings.
I have followed Hawthorne Gardening for a long time and am glad that CEO Hagedorn and his team have gone ahead and purchased it and expanded it. The hemp industry has been struggling for about five years, and the big drop in Hawthorne Gardening’s revenue is not SMG’s fault in my opinion. It’s not clear to me how Vireo Growth will make it a better action, but I hope it has a good plan.
I continue to believe that investors should pay close attention to what is happening with shares in Vireo. This potential acquisition was not something that was discussed by analysts or investors, but today’s volume of 277 thousand shares was very low. Once again, Vireo, thanks to its aggressive M&A activity, has become the 7th largest MSO in the NCV Revenue Tracker. It remains very troubling to me that stocks are not earning a lot of interest.
Sincerely,
Alan:
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Based in Houston, Alan leverages his experience as an online community founder 420 Investorthe first and still the largest due diligence platform focused on publicly traded stocks in the cannabis industry. With his extensive network in the cannabis community, Alan continues to find new ways to connect the industry and facilitate its sustainable growth. time New Cannabis Ventureshe is responsible for content development and strategic alliances. Before turning his attention to the cannabis industry in early 2013, Alan, who began his career on Wall Street in 1986, worked as an independent research analyst with more than two decades of research and portfolio management experience. A prolific writer, with over 650 articles published since 2007 Looking for Alphawhere he has 70,000 followers, Alan is a frequent speaker at industry conferences and frequent source Media including the NY Times, Wall Street Journal, Fox Business and Bloomberg TV. Contact Alan. Twitter: |: Facebook |: LinkedIn: |: El