Verano Holdings Announces Acquisitions in Arizona, Illinois and Pennsylvania

Verano Holdings Continues to Solidify Ascendant Footprint Through Several Agreements in Illinois, Pennsylvania and Arizona

Pending deals in key markets will add nine dispensaries to the Company’s portfolio upon close

CHICAGO, Feb. 26, 2021 (GLOBE NEWSWIRE) — Verano Holdings Corp. (CSE: VRNO) (“Verano” or “the Company”), a leading multi-state cannabis company, today announced it has entered into agreements to acquire: one of Illinois’ top-producing dispensaries with the ability to open one additional dispensary in Chicago, three highly productive active dispensaries and a permit for three additional dispensaries in Pennsylvania, as well as one coveted active dispensary in Phoenix, Arizona. Upon completion, the acquisitions would further bolster Verano’s footprint in three key states, as the Company continues to execute on its focused strategy to establish a leading competitive position across its core markets. Closing of the transactions is subject to customary conditions, contingencies and regulatory approvals.

Key Acquisition Details upon Completion:

• Maximizes Verano’s Illinois retail footprint¹, while unlocking the coveted Chicago market with one active dispensary in the city’s Medical District, plus the ability to open one additional dispensary in the West Loop blocks from the city’s downtown area. Verano would be one of only four companies with the ability to maximize its Illinois retail footprint.
• Expands Verano’s retail footprint in Pennsylvania to six operating dispensaries, plus a license for three additional dispensaries. This includes three of the state’s top performing dispensaries, located in the Philadelphia metropolitan area.
• Escalates the Company’s access to Pennsylvania’s surging patient population. The fifth most populous state in the U.S. currently counts around 400,000 registered medical marijuana patients.
• Elevates Verano’s retail footprint in Arizona – one of the country’s latest states to begin sales of adult-use cannabis – to five operating dispensaries.² The addition of this highly productive, Central Phoenix dispensary would give Verano the third largest active retail footprint in Arizona.
• Further solidifies Verano’s experienced leadership team, adding engaged and aligned local management partners who have demonstrated operational prowess, strong community engagement and a sincere commitment to quality patient care and customer service.

We are enormously excited for what the future holds in Illinois, Pennsylvania and Arizona.

George Archos, Co-Founder and CEO of Verano

Each are core markets for us and present robust, thoughtfully designed programs with great potential, for sound operators, patients and consumers alike. Illinois is among the country’s largest cannabis markets, surpassing $1 billion in combined sales last year, as well as our home state.

He also added, “Pennsylvania’s vibrant medical cannabis community is among the largest in the country, with nearly 400,000 registered patients to date and rising. And, with Arizona recently adding adult use to its program, we are keen on the opportunity to help meet surging demand with our extensive, responsible cannabis product offering. Critical to our careful selection, and our optimism within these markets, we’ve identified partners that we feel are some of the most talented and dedicated operators in the industry. These teams, and the impressive businesses they’ve built, are superbly suited for the Verano portfolio.”

Transaction Highlights

Illinois

Verano has entered into an agreement, subject to customary conditions and regulatory approvals, to acquire The Herbal Care Center, Inc. (“The Herbal Care Center”). The Herbal Care Center operates one of Illinois’ largest and top-performing combined medical and adult-use dispensaries, located in Chicago’s Medical District, and has plans to open a second adult-use dispensary in the city’s bustling West Loop/Greektown neighborhood. Total consideration includes cash consideration of US$17,500,000, payable over 12 months subject to adjustment, and class A subordinate voting shares (“Class A Shares”) and class B proportionate voting shares (“Class B Shares”) of the Company equivalent to 904,642 Class A Shares on an as converted basis, including a minimum of 90,464 Class A Shares.

The Herbal Care Center’s proven management team will remain in place following the acquisition.

“The Herbal Care Center has built a reputation around smooth and effective operations, a best-in-class product offering and an unwavering commitment to the wellbeing of our patients, consumers and our team,” said Michael Mandera, General Manager of The Herbal Care Center. “We are elated that Verano leadership recognizes our labor of love, and we are in complete alignment relative to the opportunities that lie ahead.”

Pennsylvania

Verano has entered into an agreement and plan of merger pursuant to which subsidiaries of Verano will merge with and into TerraVida Holistic Centers, LLC (“TerraVida”) and GVB Holding Group, LLC which operate three of the state’s top performing medical dispensaries in Sellersville, Abington, and Malvern, Pennsylvania. The merger consideration includes cash consideration of US$62,500,000, subject to adjustment, with US$15,000,000 being payable on the closing date, US$10,000,000 payable within 90 days after the closing date, and the remainder payable within 180 days after the closing date. In addition, the merger consideration includes Class A Shares or Class B Shares equivalent to 3,013,500 Class A Shares on an as converted basis, including a minimum of 1,506,750 Class A Shares.

TerraVida’s highly regarded management team will remain in place following the acquisition as Verano looks to build on the strong foundation they have established in Southeastern Pennsylvania.

“This is an exciting time for the TerraVida team to have the ability to expand throughout Pennsylvania and provide access and patient focused care to a greater population of patients in need,” said Chris Visco, Co-Founder and CEO of TerraVida Holistic Centers.

Verano also announced that it has entered into agreements pursuant to which a subsidiary of Verano will acquire all of the issued and outstanding equity interests of a licensee that holds one permit, which would give the Company the ability to open three dispensaries in Pennsylvania. Pursuant to these agreements, the purchase consideration includes cash consideration of US$7,350,000 payable in cash and Class A and Class B Shares equivalent to 1,333,173 Class A Shares (on an as-converted basis). One of the sellers is also entitled to an earnout payable in shares in the capital of Verano (or up to 50% in cash at the election of the seller) in accordance with the terms of the applicable agreement.

Arizona

Verano Arizona, LLC (“Verano Arizona”), a subsidiary of Verano, has entered into an agreement with Nabis AZ, LLC (“AZ Sub”), a subsidiary of Nabis Holdings Inc. (CSE: NAB) (OTC: NABIF) (FRA: A2PL) (“Nabis”) whereby AZ Sub will transfer the management and governance of Perpetual Healthcare Inc. (“PHI”), which operates the Emerald Dispensary in Phoenix, Arizona, to Verano Arizona. Under the terms of the agreement, AZ Sub will assign the rights to manage PHI to Verano Arizona. In consideration of the foregoing, AZ Sub will receive cash consideration of US$11,250,000, Class A Shares having an aggregate value of US$11,250,000, subject to the performance of the shares in the ten day period immediately following the signing of the agreement.

The closing of the transactions described herein are, or may be, subject to the approval of 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.

_{¹ Upon completion of the transaction, Verano and its affiliates would have the ability to operate the state’s maximum allotment of 10 retail locations – which includes two dispensaries whose interests are held through a joint venture.}

_{² Includes the agreement to acquire 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 disclosed by the Company on February 24, 2021.}

Original Press Release

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