Verano Holdings Participates In an Arrangement for a Go-Public Deal in Combination with AltMed Merger

NEWS RELEASE

CHICAGO– December 15, 2020– Verano Holdings, LLC (” Verano” or the “Business”), a leading multi-state cannabis operator, today revealed it has actually participated in a conclusive contract to practiced a go-public deal in Canada (the “Deal”). The Deal will be effected by Verano taking part in a reverse takeover (the “RTO”) of Majesta Minerals Inc. (” Majesta”), a reporting provider in Alberta, Canada, with the resulting Canadian reporting business being called “Verano Holdings Corp.” (the “Resulting Provider”). The consummation of the Deal goes through the approval of Majesta’s investors, antitrust and other regulative approvals, court approval and other popular closing conditions. It is a condition of closing that the secondary ballot shares of the Resulting Provider will be noted on the Canadian Securities Exchange (the “CSE”).

The Deal is anticipated to close in the very first quarter of 2021 and will consist of the formerly revealed merger (the “Merger”) with Option Medical Enterprises, LLC, Plants of Ruskin, LLC, RVC 360, LLC and associated business (jointly, “AltMed”), fully-integrated medical marijuana business running in Arizona and Florida. The Deal is forecasted to be highly-accretive and develop the combined Verano and AltMed business as one of the 3 biggest multi-state operators 1 (” MSOs”) in the U.S., and a clear leader in the U.S. cannabis market, which is approximated to be in between $15.5 billion and $18.9 billion for 2020 2 The five-member Resulting Provider’s Board of Directors is anticipated to include members chosen by Verano and AltMed, consisting of 3 independent directors.

RTO

The RTO will be structured as a strategy of plan pursuant to the laws of British Columbia. The strategy of plan ponders that Majesta’s existing shares will be combined and exchanged for secondary ballot shares of the Resulting Provider with an anticipated aggregate worth of US$ 1 million. Securityholders of Verano and AltMed will get secondary ballot shares and in proportion ballot shares of the Resulting Provider which, in the aggregate and on an as-converted basis, will at first make up roughly 77% and 23%, respectively, of the Resulting Provider’s exceptional shares. These portions go through dilution from anticipated share issuances developing from a concurrent offering, the closing of Verano’s pipeline deals, and particular legal changes to the quantity of the Merger factor to consider issuable to AltMed security holders. In addition to the share factor to consider issuable under the RTO, the Resulting Provider will pay particular AltMed security holders an overall of US$ 35 million in money installations.

In connection with the RTO, a concurrent membership invoice offering is being performed which is anticipated to raise in between US$ 50 million and US$ 100 million. The membership invoices are prepared for to be priced at US$ 10 per membership invoice and are based upon a US$ 2.8 billion pre-money appraisal of the Resulting Provider. Upon conclusion of the Deal, the membership invoices will be exchanged for secondary ballot shares of the Resulting Provider. Canaccord Genuity Corp and Beacon Securities Limited have actually been engaged as co-lead representatives and co-bookrunners in the funding.

Resulting Provider Footprint

Following the consummation of the RTO, the Resulting Provider, through its operating subsidiaries, will run in 14 U.S. States, with 8 growing centers and 48 active retail areas. Together Verano and AltMed stay dedicated to the on-going advancement of common health by offering accountable access to controlled cannabis items for the critical high-end client. The combined business’ premium, thorough offerings, incorporating both medically-focused and way of life items, will have 4 CPG brand names: Verano &#x 2122;, Avexia &#x 2122;, Repetition &#x 2122; and MÜV &#x 2122; and 2 store brand names: Zen Leaf &#x 2122; and MÜV &#x 2122;.

” Our transformative mix with AltMed accelerates our vision to be among the most ingenious and lucrative cannabis operators in the United States. We pride ourselves on our best-in-class core proficiencies of individuals, procedures, research study and items, with a strong dedication to offering an exceptional, customer-focused cannabis experience throughout our existing markets,” stated George Archos, Co-Founder and CEO of Verano. “Ending up being a public business will provide us access to capital to perform our long-lasting technique of broadening into limited-license, high-growth markets and scaling both our wholesale and retail operations into brand-new and current markets. Because the Business’s beginning, we have actually been disciplined cannabis operators and sensible stewards of capital with a constant concentrate on lucrative development. We have a strong structure and a thoughtful design for long-lasting success to provide industry-leading EBITDA margins and sustainable worth to our investors.”

” Both Verano and AltMed are uncompromisingly devoted to excellent growing and production procedures, brand-new item advancement and retail style, and we share a shared dedication to providing premium items with an exceptional client experience to differentiate us in the market,” stated Michael Smullen, Chairman, CEO and Co-founder of Option Medical Enterprises, LLC. “We are both disciplined stewards of capital, run our services effectively and are concentrated on providing lucrative development.”

Deal

Extra info relating to the Deal might be discovered in a news release provided by Majesta earlier today, and even more information of the Deal and business and operations of Verano (consisting of relevant monetary declarations) will likewise be consisted of in a listing declaration to be submitted with the CSE, and in other public filings prepared for to be made by Majesta.

About Verano

Verano is a leading vertically-integrated multi-state cannabis operator in the U.S. An operator, supervisor, and licensor of certified cannabis growing, processing and retail centers, Verano is committed to the continuous advancement of common health by offering accountable access to controlled cannabis items for the critical high-end client. Active in 12 U.S. States, with 19 active retail areas 3 and roughly 440,000 square feet throughout its growing centers, Verano produces a complete suite of premium, artisanal cannabis items offered under its relied on portfolio of customer brand names: Repetition &#x 2122;, Avexia &#x 2122; and Verano &#x 2122;. Verano styles, constructs and runs unique Zen Leaf &#x 2122; branded dispensary environments that provide an exceptional cannabis shopping experience in both medical and adult-use markets. Discover more athttp:// verano.holdings/.

About AltMed

The MÜV &#x 2122; brand name of medical cannabis instilled items released in Arizona in 2016 and rapidly acquired global attention and acknowledgment. MÜV Dispensaries by AltMed Florida was formed a year later on through the collaboration of AltMed Enterprises and Plants of Ruskin, a multi-generational Florida farming leader. Through continuous research study and advancement, MÜV has actually gotten several patents for its acclaimed MÜV Products line that supplies quality, constant and dependable medical cannabis items to clients at all 29 areas (one in Arizona muv-az. com, 28 in Florida muvfl.com, and more included monthly). Clients are motivated to put bookings online at muvfl.com for in-store pickup, order for shipment, or go to any among the MÜV dispensaries for alternative medical cannabis medication you can rely on.

Forward Looking Declarations

This news release includes particular “positive info” within the significance of relevant Canadian securities legislation and might likewise consist of declarations that might make up “positive declarations” within the significance of the safe harbor arrangements of the United States Private Securities Lawsuits Reform Act of 1995. Such positive info and positive declarations are not agent of historic realities or info or existing condition, however rather represent just the Business’s beliefs relating to future occasions, strategies or goals, a lot of which, by their nature, are naturally unsure and beyond the Business’s control. Normally, such positive info or positive declarations can be recognized by the usage of positive terms such as “strategies”, “anticipates” or “does not anticipate”, “is anticipated”, “budget plan”, “set up”, “price quotes”, “projections”, “plans”, “prepares for” or “does not expect”, or “thinks”, or variations of such words and expressions or might consist of declarations that particular actions, occasions or outcomes “might”, “might”, “would”, “may” or “will be taken”, “will continue”, “will take place” or “will be accomplished”. The positive info and positive declarations included herein might consist of, however are not restricted to, info worrying the Deal and the Merger, expectations relating to whether the Deal and the Merger will be consummated, consisting of whether conditions to the consummation of the Deal will be pleased, expectations for the impacts of the Deal and the Merger or the capability of the Resulting Provider to effectively accomplish service goals and incorporate the operations of the integrating business, expectations relating to funding, and expectations for other financial, service, and competitive aspects.

Although Verano thinks that the presumptions and aspects utilized in preparing, and the expectations included in, the positive info and declarations are sensible, excessive dependence ought to not be put on such info and declarations, and no guarantee or assurance can be considered that such forward- looking info and declarations will show to be precise, as real outcomes and future occasions might vary materially from those prepared for in such info and declarations. The positive info and positive declarations included in this news release are made since the date of this news release, and the Business does not carry out to upgrade any positive info or positive declarations that are included or referenced herein, other than as might be needed in accordance with relevant securities laws. All subsequent composed and oral forward- looking info and declarations attributable to the Business or individuals acting upon its behalf is specifically certified in its totality by this notification relating to positive info and declarations.

1 Based upon 2021 internal forecasts compared to existing FactSet 2021 agreement price quotes for profits and EBITDA

2 Source: 2020 Marijuana Organization Factbook

3 Consists of licenses straight owned, handled, or run; those licenses with which Verano has actually performed management contracts or other business contracts; and/or those licenses to which Verano has a purchase alternative.

Contacts:

Financiers

Verano Holdings

Aaron Miles

Head of Financier Relations

[email protected]

Media

Verano Holdings

David Spreckman

Sr. Director, Corporate Communications & & Retail Marketing

[email protected]

Monetary Profiles

Debbie Douglas

Senior Vice President

[email protected]

949-375-3436

Latest posts