Item 7.01. Regulation FD Disclosure.
On May 10, 2021, Harvest Health & Recreation Inc., a British Columbia corporation (Harvest), and Trulieve Cannabis
Corp., a British Columbia corporation (Trulieve), announced the execution of an Arrangement Agreement (the Arrangement Agreement), by and between Trulieve and Harvest. Furnished as Exhibit 99.1 hereto and incorporated
into this Item 7.01 by reference is an investor presentation that Trulieve and Harvest issued in connection with the transaction.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise be subject to the
liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item 8.01. Other Events.
On
May 10, 2021, Harvest and Trulieve issued a joint press release announcing the execution of the Arrangement Agreement, by and between Harvest and Trulieve.
A copy of the joint press release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.
Additional Information and Where to Find It
In connection with the proposed transaction, Harvest will file a management information circular and proxy statement on Schedule 14A containing
important information about the proposed transaction and related matters. Additionally, Harvest and Trulieve will file other relevant materials in connection with the proposed transaction with applicable securities regulatory authorities. Investors
and security holders of Harvest are urged to carefully read the entire management information circular and proxy statement (including any amendments or supplements to such documents) when such document becomes available before making any voting
decision with respect to the proposed transaction because they will contain important information about the proposed transaction and the parties to the transaction. The Harvest management information circular and proxy statement will be mailed to
Harvest shareholders, as well as be accessible on the EDGAR and SEDAR profile of Harvest.
Investors and security holders of Harvest will
be able to obtain a free copy of the management information circular and proxy statement, as well as other relevant filings containing information about Harvest and the proposed transaction, including materials that will be incorporated by reference
into the management information circular and proxy statement, without charge, at the Securities and Exchange Commissions (the SEC) website (www.sec.gov) or from Harvest by going to Harvests Investor Relations page on its
website at https://investor.harvesthoc.com.
Participants in the Solicitation
Harvest and certain of its respective directors, executive officers and employees may be deemed to be participants in the solicitation of
Harvest proxies in respect of the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Harvest shareholders in connection with the proposed transaction will be set
forth in the Harvest management information circular and proxy statement for the proposed transaction when available. Other information regarding the participants in the Harvest proxy solicitation and a description of their direct and indirect
interests in the proposed transaction, by security holdings or otherwise, will be contained in such management information circular and proxy statement and other relevant materials to be filed with the SEC in connection with the proposed
transaction. Copies of these documents may be obtained, free of charge, from the SEC or Harvest as described in the preceding paragraph.