Verano Holdings Enters into Agreement to Expand Arizona Footprint

Chicago, UNITED STATES


  • Expands Verano’s presence in Arizona to four dispensaries and adds nearly 20,000 sq. ft. to its cultivation footprint, which already includes a 30,000 sq. ft. facility that is undergoing a 60,000 sq. ft. expansion for a total of 110,000 sq. ft.

CHICAGO, Feb. 24, 2021 (GLOBE NEWSWIRE) -- Verano Holdings Corp. (CSE: VRNO) (“Verano” or “the Company”), a leading multi-state cannabis company, today announced it has entered into an agreement to acquire three active dispensaries and one cultivation and production facility in Arizona. Upon completion, this transaction would increase Verano’s presence in the key state of Arizona and support the Company’s focus on becoming a market leader in this market. Closing of the transaction is subject to customary conditions, contingencies, and approvals, including regulatory approval.

“Pursuant to our recent go-public, we are strategically focused on expanding our presence in limited-license, high-growth markets,” said George Archos, Co-Founder and CEO of Verano. “Arizona recently added adult-use to its program, and we look forward to accelerating our proven, vertically integrated model to help meet rising demand.”

Transaction Highlights

Verano, Verano Arizona Holdings, LLC (a wholly-owned subsidiary of Verano, “Verano Arizona”), NZCO LLC, an Arizona limited liability company (“NZCO”), Murff & Company LLC, an Arizona limited liability company (“M&C”), JWC1 LLC, an Arizona limited liability company (“JWC”), Hu Commercial Properties LLC, an Arizona limited liability company (“HCP”), and COBISH LLC, an Arizona limited liability company (“Cobish” and together with NZCO, M&C, JWC and HCP, each a “Target Company” and collectively, the “Target Companies”), the board members of AZGM 3, Inc., an Arizona non-profit corporation, the members of Vending Logistics LLC, an Arizona limited liability company, the managers of Vending Logistics LLC, Best-in-Show Holdings L.L.C., an Arizona limited liability company, and the sole member of The Medicine Room LLC, an Arizona limited liability company, and the managers of Medicine Room LLC have entered into a reorganization and merger agreement pursuant to which the Target Companies will merge with and into Verano Arizona. The merger consideration includes US$7,250,000 payable in cash, subject to adjustment, and Class A Subordinate Voting Shares in the capital of Verano (“SVS”) and/or Class B Proportionate Voting Shares in the capital of Verano (“PVS” and together with the SVS, the “Verano Shares”) equivalent to 3,989,875 SVS on an as-converted to SVS basis.

The transaction includes three premium, high traffic and easily accessible dispensaries located in Mesa, Chandler, and Gilbert, Arizona, an 11,000 sq. ft. indoor cultivation facility, an 8,100 sq. ft. greenhouse in Winslow and two real estate locations (collectively, the “Territory Dispensary”). Territory Dispensary began as one of the first infusion kitchens in the state of Arizona, later expanding to cultivation, extraction and retail. Its retail brands Vital and Hi-Klas offer a full suite of products including flower, concentrates, tinctures, infusions and topicals. In connection with this transaction, Verano Holdings, LLC has agreed to pay a finder’s fee equal to US$2,322,059 in a combination of US$1,624,971 in cash and 27,500 Verano Shares (on an as-converted to SVS basis).

“We couldn’t be more thrilled to join a likeminded team that brings passion and a culture of positivity to their communities and team members,” said James Christensen, Co-Founder of Territory Dispensary. “The opportunities that this merger will provide for our team are second to none and we are excited to be a part of the driven and successful Verano family.”

The closing of the transactions described herein are or may be subject to the approval of antitrust and other regulatory approvals, and other customary closing conditions. The transactions are expected to close in late Q1 or early Q2 of 2021.

About Verano

Verano Holdings Corp. is a leading, vertically-integrated, multi-state cannabis operator in the U.S., devoted to the ongoing improvement of communal wellness by providing responsible access to regulated cannabis products. With a mission to address vital health and wellness needs, Verano produces a comprehensive suite of premium, innovative cannabis products sold under its trusted portfolio of consumer brands: Verano, Avexia, Encore, and MÜV™. The company’s portfolio encompasses 14 U.S. States, with active operations in 11, which includes eight production facilities comprising approximately 750,000 square feet of cultivation. Verano designs, builds, and operates dispensaries under retail brands Zen Leaf™ and MÜV™, delivering a superior cannabis shopping experience in both medical and adult-use markets. Learn more at www.verano.com 

Forward Looking Statements

This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the ability of the Company to complete the transaction referred to herein, the satisfaction of conditions to closing, the receipt of all necessary approvals including regulatory approvals, the integration of the operations of the companies being acquired, the proposed management of the companies being acquired and expectations for other economic, market, business, and competitive factors.

Although Verano believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward- looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information or forward-looking statements that are contained or referenced herein, except as may be required in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice regarding forward-looking information and statements.

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Contacts:

Investors
Verano Holdings
Aaron Miles
Head of Investor Relations
aaron@verano.holdings

Media
Verano Holdings
David Spreckman
Sr. Director, Corporate Communications & Retail Marketing
david@verano.holdings

Financial Profiles
Verano Holdings
Debbie Douglas
Senior Vice President
ddouglas@finprofiles.com
949-375-3436