Verano Holdings, LLC Announces Completion of Subscription Receipt Financing

Thursday, 21. January 2021 14:56

CHICAGO, Jan. 21, 2021 (GLOBE NEWSWIRE) -- Verano Holdings, LLC (“Verano” or the “Company”), a leading multi-state cannabis operator, today announced that, further to its December 15, 2020 announcement highlighting that Verano entered into a definitive agreement to consummate a go-public transaction in Canada (the “Transaction”), 1276268 B.C. Ltd. (“Finco”) a special purpose financing vehicle created for the purpose of the Offering (as defined below), has completed a concurrent brokered and non-brokered private placement financing of subscription receipts (the “Subscription Receipts”) for gross proceeds of US$100,000,000 (the “Offering”).

The Transaction, which is expected to close in February 2021, will be effected through the reverse takeover (the “RTO”) of Majesta Minerals Inc. (“Majesta”), a reporting issuer in Alberta, Canada, by Verano, with the resulting Canadian reporting company (the “Resulting Issuer”) being named “Verano Holdings Corp.” In addition, the Transaction will include the previously announced merger (the “Merger”) of Verano with Alternative Medical Enterprises LLC; Plants of Ruskin GPS, LLC; RVC 360, LLC and affiliated companies (collectively, “AltMed”), fully-integrated medical marijuana companies operating in Arizona and Florida. The consummation of the Transaction is subject to the approval of Majesta’s shareholders, antitrust and other regulatory approvals, court approval and other customary closing conditions. It is a condition of closing of the Transaction that the subordinate voting shares of the Resulting Issuer will be listed on the Canadian Securities Exchange (the “CSE”).

Completion of the Offering

On January 21, 2021, Finco completed the Offering, pursuant to which Finco issued 10,000,000 Subscription Receipts at a price of US$10.00 per Subscription Receipt for gross proceeds of US$100,000,000. The Offering was comprised of a brokered offering of 6,720,000 Subscription Receipts for gross proceeds of US$67,200,000, which was led Canaccord Genuity Corp. (“Canaccord”) and Beacon Securities Limited, together with a syndicate of agents (collectively, the “Agents”) and a non-brokered offering of 3,280,000 Subscription Receipts for gross proceeds of US$32,800,000.

The Subscription Receipts will be indirectly and automatically exchanged for subordinate voting shares of the Resulting Issuer upon satisfaction of the escrow release conditions (the “Escrow Release Conditions”) set out in the subscription receipt agreement entered into among Finco, Verano, Majesta and Canaccord dated January 21, 2021. The net proceeds from the Offering, after fees and expenses incurred, including 50% of the Agents’ commission for the Offering, have been deposited with Odyssey Trust Company (“Odyssey”), as subscription receipt agent and escrow agent. The escrowed proceeds will be held by Odyssey until the Escrow Release Conditions have been satisfied.

Subject to receipt of the required consents and approvals referred to above, it is expected that the Escrow Release Conditions will be satisfied and the Transaction will be completed in early February 2021. Additional details regarding the Transaction, the Merger and the Offering will be provided in the Company’s listing statement which is expected to be filed with the CSE in February 2021.

About Verano

Verano is a leading vertically-integrated multi-state cannabis operator in the U.S. An operator of licensed cannabis cultivation, processing and retail facilities, Verano is devoted to the ongoing development of communal wellness by providing responsible access to regulated cannabis products to the discerning high-end customer. Active in 12 U.S. states, with 22 active retail locations1 and approximately 440,000 square feet across its cultivation facilities, Verano has been profitable since it was founded. Verano produces a full suite of premium, artisanal cannabis products sold under its trusted portfolio of consumer brands: Encore, Avexia and Verano. Verano designs, builds and operates inimitable Zen Leaf branded dispensary environments that deliver a superior cannabis shopping experience in both medical and adult-use markets. Learn more at http://verano.holdings

1 Includes licenses directly owned, managed, or operated; those licenses with which Verano has executed management agreements or other commercial agreements; and/or those licenses to which Verano has a purchase option.

About AltMed

The MÜV brand of medical cannabis infused products launched in Arizona in 2016 and quickly gained international attention and recognition. MÜV Dispensaries by AltMed Florida was formed a year later through the partnership of AltMed Enterprises and Plants of Ruskin, a multi-generational Florida agricultural leader. Through continual research and development, MÜV has received multiple patents for its award-winning MÜV Products line that provides quality, consistent and reliable medical cannabis products to patients at all 30 locations (one in Arizona muv-az.com, 29 in Florida muvfl.com, and more added each month). Patients are encouraged to place reservations online at muvfl.com for in-store pickup, order for delivery, or visit any one of the MÜV dispensaries for alternative medical cannabis medicine you can trust.

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 Transaction and the Merger, expectations regarding whether the Transaction and the Merger will be consummated, including whether conditions to the consummation of the Transaction will be satisfied, expectations for the effects of the Transaction and the Merger or the ability of the Resulting Issuer to successfully become listed on the CSE or achieve its business objectives and integrate the operations of the combining companies, expectations regarding financing, and expectations for other economic, 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
Aaron Miles
Head of Investor Relations
aaron@verano.holdings

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

Financial Profiles
Debbie Douglas
ddouglas@finprofiles.com
949-375-3436


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