Verano Holdings Announces Completion of Reverse Takeover and Completes Merger with AltMed to Create Profitable Market Leader in U.S.

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CHICAGO, February 11, 2021 (GLOBE NEWSWIRE) – Verano Holdings Corp. (“Verano” or the “Company”), a leading multi-state cannabis operator, is pleased to announce the closing of a reverse takeover (“RTO”) of Majesta Minerals Inc. (“Majesta ), A reporting issuer in Alberta, Canada and the conditional approval of the Class A Subordinate Voting Shares (the “Subordinate Voting Shares”) of the Resulting Issuer of the RTO (the “Resulting Issuer” ) for listing on the Canadian Securities Exchange (“CSE”).

In connection with the RTO, the previously announced merger transaction (the “Merger”) of Verano Holdings, LLC with Alternative Medical Enterprises LLC, Plants of Ruskin GPS, LLC, RVC 360, LLC and affiliates (collectively, “AltMed” ), fully integrated medical marijuana companies operating in Arizona and Florida have also closed.

RTO Closure and Merger

The RTO and the merger were structured as a plan of arrangement under the laws of British Columbia, with certain steps also taking place under the laws of Delaware. Former securityholders of Verano Holdings, LLC (and certain subsidiaries of Verano) and AltMed received, as part of a series of transactions, subordinate voting shares and voting shares Proportional Class B (the “Proportional Voting Shares”) of the Resulting Issuer, which together and on an as converted basis constitute approximately 73.84% and 22.48%, respectively, of the Shares outstanding of the resulting issuer. The remaining shares are held by former Majesta shareholders (including participants in an RTO financing) and AltMed’s financial advisor. In addition to the equity consideration, the Resulting Issuer will pay certain former AltMed securityholders a total of approximately US $ 35 million in installments. The first US $ 20 million will be paid in cash as part of the closing and the remaining obligation of approximately US $ 15 million will be represented by promissory notes.

RTO and merger make Verano one of the top three multi-state operators (“MSO”) in the United States by 2020 in terms of revenue and EBITDA, with a portfolio spanning 14 US states, with active operations in 11 US states, including 54 operational points of sale. He also combines senior management teams who have significant and diverse backgrounds, and bring experience from the pharmaceutical, real estate, manufacturing, agriculture and hospitality sectors, all of which serve to shape the company’s comprehensive and high-end offerings that encompass to both medical and lifestyle products through four CPG brands: Verano, Avexie, Still and MÜV and two retail store chains: Zen Leaf and MÜV.

In connection with the closing of the RTO and the Merger, the following individuals have been appointed to the Board of Directors of Verano: George Archos, Co-Founder and CEO of Verano; Michael Smullen, president, CEO and co-founder of AltMed; Cristina Nuñez, co-founder and partner of True Beauty Ventures, LP; and Edward Brown, president of Clear Golf.

“Today marks an important step in the evolution of Verano and its shared vision to be the most innovative and profitable cannabis operator in the country. The combination with AltMed joins two complementary companies focused on delivering superior customer experiences. We are both disciplined operators from the start and together we plan to continue to generate strong profitability and an EBITDA margin that would place us among the top of our peer group, ”said Archos. “Our public listing will give us access to capital to execute our growth plan, including organic growth in our retail presence and product portfolio, in addition to pursuing strategic acquisitions, with the aim to be one of the top three operators in the United States. that we operate.

Mr. Smullen also commented, “We have a huge opportunity ahead of us for our employees, our shareholders and our consumers. We are excited to combine our teams in Florida and Arizona with Verano’s strategic, multi-state footprint so that we can offer our premium, high-quality MÜV products on more shelves, and expand our wholesale and retail operations. retail in new and existing markets. “

Completion of RTO and Escrow Release

As part of the RTO, the Company has implemented a dual class share structure such that the outstanding shares of the Company consist of (i) 125,663,380.6484 subordinate voting shares and (ii ) 1,643,366.1833 shares with proportional voting rights. Each subordinate voting share confers one vote per share and each proportional voting share carries 100 votes per share.

In connection with the RTO, among other things, 10,000,000 subscription receipts (the “Subscription Receipts”) were issued by 1276268 BC Ltd., a special purpose fundraising vehicle created for the purpose of offering subscription receipts. subscription (the “Offer”). The Subscription Receipts were indirectly and automatically exchanged for Subordinate Voting Shares upon completion of the RTO and the satisfaction of other escrow release conditions. The Offer raised US $ 100 million with a pre-monetary valuation of US $ 2.8 billion. A portion of the proceeds of the Offering of Subscription Receipts was placed in receivership (the “Escrow Proceeds”) upon completion of the Offering, as disclosed in the Company’s press release dated January 21, 2021. Escrow proceeds have been released. escrow and ultimately received by the Company in connection with the completion of the RTO and the Merger.

Verano has received conditional approval from the CSE to list the Subordinate Voting Shares under the symbol “VRNO”. Subordinate voting shares are expected to begin trading on the CSE when the market opens on February 17, 2021. Proportional voting shares will not be listed on the CSE, but may be converted into shares at subordinate voting right in certain circumstances.

“Our public listing will give us access to capital to execute our long-term strategy of expanding into high-growth, limited-license markets and expanding our wholesale and retail operations into new and existing markets,” Mr Archos added. “Since the inception of Verano, we have maintained a disciplined focus on profitable growth, and we have established a solid foundation that will enable us to achieve our goal of delivering EBITDA margins and sustainable value to our shareholders.

For further details on the Company and the listing transaction, including the RTO and the Merger, please refer to the Company’s listing statement which will be available on the Company’s profile at www.sedar.com.

About Verano

Verano, profitable since its inception, is one of the leading vertically integrated multi-state cannabis operators in the United States. to the demanding high-end customer. The Company’s portfolio includes 12 US states, with active operations in nine, which includes 23 active retail locations and approximately 440,000 square feet in its six grow operations. Verano produces a full line of premium artisanal cannabis products sold under its portfolio of trusted brands: Encore, Avexie and Vérano. Verano designs, builds and operates the inimitable Zen Leaf branded dispensary environments that deliver a superior cannabis shopping experience in the medical and adult use markets. Learn more about http://verano.holdings/

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 between AltMed Enterprises and Plants of Ruskin, a multigenerational agricultural leader in Florida. Through continuous research and development, MÜV has received several patents for its award-winning MÜV product line that provides quality, consistent and reliable medical cannabis products to patients at all 31 locations (one in Arizona muv-az.com, 30 in Florida muvfl. Com, and more added each month). Patients are encouraged to book online at muvfl.com for in-store pickup, ordering for delivery or visit one of the MÜV dispensaries for medical cannabis alternative medicine you can trust.

Forward-looking statements

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of US Private Securities Litigation. Reform Act. of 1995. These forward-looking information and forward-looking statements are not representative of historical facts or information or the current state of affairs, but represent solely the Company’s beliefs regarding future events, plans or objectives, many of which by their nature, are inherently uncertain and beyond the control of the Company. Generally, 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”, “Intended”, “believes”, “anticipates”, “intends”, “anticipates” or “does not anticipate”, 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 take place” or “will be achieved.” The forward-looking information and forward-looking statements contained in the this document may include, without limitation, information regarding the Company’s ability to be listed successfully on the CSE or to achieve its business objectives and to integrate the operations of merged companies, expectations regarding financing and expectations regarding other economic, business and competitive.

Although Verano believes that the assumptions and factors used in the preparation, and the expectations contained in, the forward-looking information and statements are reasonable, such information and statements should not be relied on unduly, and no assurance or guarantee can be given. given that these forward-looking information and statements prove to be correct, 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 contained or referenced herein. , except to the extent required by 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
Senior Director, Corporate Communications and Retail Marketing
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Financial profiles
Verano Holdings
Debbie douglas
Senior Vice President
[email protected]
949-375-3436

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