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VRNO IPO (reverse merger) tomorrow Canada.

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JohnCM Member Level  Tuesday, 02/16/21 10:51:58 PM
Re: [SMART MONEY] post# 49
Post # of 76 
VRNO IPO (reverse merger) tomorrow Canada.



our footprint
14 total markets
11 operations markets
8 cultivation & production facilities
54 operational retail locations
76 total planned retail locations

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

CHICAGO – February 11, 2021 – 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 issuer resulting from 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 affiliated companies
(collectively, “AltMed”), fully-integrated medical marijuana companies operating in Arizona and Florida, has also

Closing of the RTO and Merger

The RTO and Merger were structured as a plan of arrangement under the laws of British Columbia, with certain
steps also occurring pursuant to the laws of Delaware. Former securityholders of Verano Holdings, LLC (and of
certain Verano subsidiaries) and AltMed received, through a series of transactions, Subordinate Voting Shares
and Class B proportionate voting shares (the “Proportionate Voting Shares”) of the Resulting Issuer, which, in
the aggregate and on an as-converted basis, constitute approximately 73.84% and 22.48%, respectively, of the
Resulting Issuer’s outstanding shares. The remaining shares are held by former shareholders of Majesta
(including participants in a financing completed in connection with the RTO) and AltMed’s financial advisor.

In addition to the share consideration, the Resulting Issuer will pay certain former AltMed security holders a total
of approximately US$35 million in installments. The first US$20M will be paid in cash in connection with the
closing and the remaining approximately US$15M obligation will be represented by promissory notes.

The RTO and Merger establishes Verano as one of the three largest multi-state operators (“MSOs”) in the U.S. by
2020 revenue and EBITDA,
driven by a portfolio that spans 14 U.S. states, with active operations in 11 U.S.
States, including 54 operational retail locations. It also combines management teams that have significant and
diverse backgrounds, and bring experience from the pharmaceutical, real estate, manufacturing, agriculture and
hospitality industries, which all serve to shape the Company’s premium, comprehensive offerings that
encompass both medically-focused and lifestyle products across four CPG brands: Verano™, Avexia™, Encore™
and MÜV™ and two retail store brands: Zen Leaf™ and MÜV™.

In connection with the closing of the RTO and Merger, the following individuals were appointed to Verano’s
board of directors: George Archos, Co-Founder and CEO of Verano; Michael Smullen, Chairman, CEO and Co-
Founder of AltMed; Cristina Nuñez, Co-Founder and Partner of True Beauty Ventures, LP; and Edward Brown,
Chairman of Clear Golf.

“Today marks a significant step in Verano’s evolution and shared vision to be the most innovative and profitable
cannabis operator in the country. The combination with AltMed joins two complementary companies focused Verano on providing superior customer experiences. We have both been disciplined operators since inception, and together we anticipate continuing to generate strong profitability and an EBITDA margin that would rank us near
the top of our peer group,” said Mr. Archos. “Our public listing will provide us with access to capital to execute
our growth plan, including the organic growth of our retail presence and product portfolio in addition to the
pursuit of strategic acquisitions, with the goal of being a top three operator in the states in which we operate.”

Mr. Smullen also commented, “We have an enormous 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 to be able to offer our premium, high-quality MÜV products on more shelves,
and scaling both our wholesale and retail operations into new and existing markets.”

Completion of the RTO and Escrow Release

As part of the RTO, the Company 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 Proportionate
Voting Shares. Each Subordinate Voting Share carries one vote per share and each Proportionate 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 B.C. Ltd., a special purpose financing vehicle created for the purpose of the Subscription
Receipt offering (the “Offering”). 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 Offering raised US$100 million with a pre-money valuation of US$2.8 billion. Certain proceeds from the
Offering of the Subscription Receipts were placed into escrow (the “Escrowed Proceeds”) upon completion of
the Offering as disclosed in the Company’s press release dated January 21, 2021. The Escrowed Proceeds were
released from escrow and ultimately received by the Company in connection with the consummation of the RTO and the Merger.

Verano received conditional approval from the CSE for the listing of the Subordinate Voting Shares under the
symbol “VRNO”. The Subordinate Voting Shares are expected to begin trading on the CSE at market open on
February 17, 2021. The Proportionate Voting Shares will not be listed for trading on the CSE but may be
converted into Subordinate Voting Shares in certain circumstances.
“Our public listing will provide us access to capital to execute our long-term strategy of expanding into limited-
license, high-growth markets and scaling our wholesale and retail operations into new and existing markets,”
added Mr. Archos. “Since Verano’s inception, we have maintained a disciplined focus on profitable growth, and
we have established a solid foundation which will allow us to achieve our goal of delivering industry-leading
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 inception, 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. The Company’s portfolio encompasses 12 U.S. States, with active operations in
nine, which includes 23 active retail locations and approximately 440,000 square feet across its six cultivation
facilities. 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 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 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 31
locations (one in Arizona muv-az.com, 30 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

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