Verano Holdings Announces C$100 Million Bought Deal Private Placement of Special Warrants

Chicago, UNITED STATES


Chicago, IL, Feb. 24, 2021 (GLOBE NEWSWIRE) -- Verano Holdings Corp. (“Verano” or the “Company”) (CSE: VRNO) is pleased to announce that it has entered into an agreement with Beacon Securities Limited (“Beacon”) and Canaccord Genuity Corp. (together with Beacon, the “Co-Lead Underwriters”), on behalf of a syndicate of underwriters (together with the Co-Lead Underwriters, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought deal private placement basis, 3,510,000 special warrants of the Company (the “Special Warrants”) at a price per Special Warrant of C$28.50 (the “Issue Price”) for aggregate gross proceeds of C$100,035,000 (the “Offering”).

The Company has granted the Underwriters an option, exercisable by Beacon on behalf of the Underwriters, in whole or in part at any time up to 48 hours prior to the closing date of the Offering, to purchase up to an additional 526,500 Special Warrants at the Issue Price for additional gross proceeds of up to C$15,005,250.

Closing of the Offering is expected to occur on or about March 11, 2021 or such date as the Underwriters and the Company may agree (the “Closing Date”). The net proceeds of the Offering are expected to be used for acquisitions, working capital and general corporate purposes.

Each Special Warrant will entitle its holder to receive one (1) subordinate voting share of the Company (an “Underlying Share”).

All Special Warrants shall be deemed exercised on behalf of, and without required action on the part of, the holders on the earlier of:

  1. the fifth business day on which a final receipt is obtained from the Ontario Securities Commission, on behalf of the securities regulatory authorities in each of the Provinces of Canada (other than Québec), for the filling of the final short form prospectus (the “Final Prospectus”) pursuant to National Instrument 44-101 - Short Form Prospectus Distributions or, alternatively, the filing of a preliminary base shelf prospectus and a final base shelf prospectus, as supplemented by a prospectus supplement (the “Prospectus Supplement”) pursuant to National Instrument 44-102 - Shelf Distributions, in either case, qualifying the distribution of the securities to be issued upon exercise or deemed exercise of the Special Warrants (the “Qualifying Date”), upon the request of Beacon given after the Closing Date to qualify the Underlying Shares by short form prospectus or a supplement to a base shelf prospectus; and
  2. 4:59 p.m. (Toronto time) on the date that is four months and a day following the Closing Date.

The Closing of the Offering is subject to the completion of formal documentation, including but not limited to, the execution of an underwriting agreement with the Underwriters in connection with the Offering and receipt of regulatory approvals, including approval of the Canadian Securities Exchange.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

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 successfully begin or continue trading on the CSE or achieve its business objectives.

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