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 that it has filed a preliminary short form base shelf prospectus with securities regulators in all provinces and territories in Canada. When made final or effective, this filing will allow the Company to make offers from time to time, among other securities of the Company, of Class A subordinate voting shares of the Company, of shares with right to Class B proportional voting of the Company, warrants to purchase securities of the Company, subscription receipts and debt securities of the Company up to a maximum of CA $ 1,254,450,000 during the 25-month period during which the base shelf prospectus comes into effect. The particular conditions of any distribution of securities issued under the base shelf prospectus, including the use of the proceeds of any distribution, will be set out in a shelf prospectus supplement.

Filing a base shelf prospectus allows companies greater financial flexibility when offering securities to the public and is standard practice for companies in Canada. Once a receipt has been issued by the applicable securities regulatory authorities for the base shelf prospectus, a company may begin an offering of securities without further regulatory review of the securities.

“The filing of a base shelf prospectus supports our growth strategy by giving us the flexibility to access capital as future opportunities arise,” said George Archos, co-founder and CEO of Verano. “We have been established in the area of ​​mergers and acquisitions, demonstrating strong capital management through several accretive transactions. Collectively, these acquisitions have significantly expanded our footprint, adding depth in Illinois and Pennsylvania while opening high growth markets in Florida and Arizona. We expect that we will continue to deliver added value to shareholders through strategic capital allocation in the months and years to come. “

The Company expects to file a shelf prospectus supplement in order to qualify the issue of Class A subordinate voting shares upon the exercise of special warrants previously issued in connection with a private placement which have made it possible to collect gross proceeds of approximately CA $ 100,035,000, as announced in its press releases dated February 24, 2021 and March 11, 2021. The special warrants will be automatically exercised against Class A subordinate voting shares through on a one-for-one basis with no additional consideration payment on the date that is five business days after the filing of the shelf prospectus supplement.

Except as described above, the Company does not intend to immediately issue any securities under the base shelf prospectus and in fact may never issue any other securities under the terms of the base shelf prospectus. prospectus.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of such securities in any province, territory, state or jurisdiction where such an offer, solicitation or sale would be illegal prior to 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 “US Securities Act”), Or state securities laws and may not be offered or sold in the United States or to US nationals unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration.

A copy of the preliminary short form base shelf prospectus is available 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 United States, dedicated to the continuous improvement of community well-being by providing responsible access to regulated cannabis products. With a mission to meet vital health and wellness needs, Verano produces a full line of innovative, premium cannabis products sold under its portfolio of trusted consumer brands: Verano, Avexia, Encore and MÜV.. The company’s portfolio includes 14 US 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 the Zen Leaf retail brands and MÜV, providing a superior cannabis shopping experience in the medical and adult 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 Rule of Securities Litigation Reform. private securities in the United States. Law of 1995. These forward-looking information and statements are not representative of historical facts or information or the current situation, but only represent the beliefs of the company regarding future events, plans or objectives, many of which by their nature. , are inherently uncertain and beyond the control of the company. In general, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terms such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, ” planned”. “,” believes “,” anticipates “,” intends “,” anticipates “or” does not foresee “, or” believes “, or variations of these words and expressions or may contain statements that certain actions, events or results “may”, “could”, “would”, “could” or “will be taken”, “will continue”, “will occur” or “will be achieved.” Forward-looking information and forward-looking statements contained herein may include, but not be limited to, information regarding the preliminary base shelf prospectus becoming final or effective, the filing of a base shelf prospectus supplement or the making of any potential offer under a prospectus supplement final basic prerequisite.

Forward-looking information and statements involve and are subject to assumptions and to known and unknown risks, uncertainties and other factors which may cause the actual events, results, performance or achievements of the company to be materially different from events, results, future performance, and the achievements expressed or implied in the forward-looking information and statements contained herein, including, without limitation, the risk factors mentioned in the documents filed by the Company on SEDAR at www.sedar .com.

All 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 contained or referenced herein. , except as required in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by this notice regarding forward-looking information and statements.

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Contacts:

Investors
Verano Holdings
Aaron Miles
Head of Investor Relations
[email protected]

Media
Verano Holdings
David Spreckman
Vice-President, Marketing and Communications
[email protected]
312-819-4852



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