Verano Announces Filing of Preliminary Base Shelf Prospectus

Chicago, UNITED STATES


CHICAGO, May 14, 2021 (GLOBE NEWSWIRE) -- Verano Holdings Corp. (CSE:VRNO) (OTCQX:VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced it has filed a preliminary short form base shelf prospectus with the securities regulators in all of the provinces and territories of Canada. When made final or effective, this filing will allow the Company to make offerings from time to time of, among other securities of the Company, Class A subordinate voting shares of the Company, Class B proportionate voting shares of the Company, warrants to purchase securities of the Company, subscription receipts and debt securities of the Company of up to C$1,254,450,000 during the 25-month period that the base shelf prospectus is effective. The specific terms of any offering of securities issued under the base shelf prospectus, including the use of proceeds from any offering, will be set forth in a shelf prospectus supplement.

The filing of a base shelf prospectus allows companies greater financial flexibility when publicly offering securities and is customary practice for companies in Canada. Once a receipt has been issued by the applicable securities regulators for the base shelf prospectus, a company may commence an offering of securities without further securities regulatory review.

“The filing of a base shelf prospectus supports our growth strategy by providing us with the flexibility to access capital as future opportunities arise,” said George Archos, Verano Co-Founder and CEO. “We’ve been assertive in the M&A arena, demonstrating strong capital stewardship through several accretive transactions. Collectively, these acquisitions have expanded our footprint considerably, adding depth in Illinois and Pennsylvania while unlocking high-growth markets in both Florida and Arizona. We anticipate that we will continue to deliver added shareholder value through strategic capital allocation in the months and years ahead.”

The Company anticipates that it will file a shelf prospectus supplement to qualify the issuance of Class A subordinate voting shares upon the exercise of special warrants previously issued on a private placement basis which raised gross proceeds of approximately C$100,035,000, as announced in its press releases dated February 24, 2021 and March 11, 2021. The special warrants will be automatically exercised into Class A subordinate voting shares on a one-for-one basis without payment of any additional consideration on the date that is five business days following the filing of the shelf prospectus supplement.

Other than as described above, the Company has no immediate plans to issue any securities under the base shelf prospectus and indeed may never issue any other securities under such prospectus.

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 these securities in any province, territory, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, territory, state or jurisdiction. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

A copy of the preliminary short form base shelf prospectus can be found on SEDAR at www.sedar.com and the Canadian Securities Exchange at www.thecse.com.

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 nine production facilities comprising approximately 770,000 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 may contain 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". Forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the preliminary base shelf prospectus becoming final or effective, the filing of a base shelf prospectus supplement or the completion of any potential offering pursuant to a supplement to a final base shelf prospectus.

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 risk factors discussed in the Company's filings on SEDAR at www.sedar.com.

Any 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
VP, Marketing & Communications
david@verano.holdings
312-819-4852