Verano Holdings Announces Closing of C$100 Million Bought Deal Private Placement of Special Warrants

Chicago, IL, March 11, 2021 (GLOBE NEWSWIRE) -- Verano Holdings Corp. (“Verano” or the “Company”) (CSE: VRNO) is pleased to announce that it has completed its previously announced bought deal private placement offering (the “Offering”) of special warrants of the Company (the "Special Warrants”) for gross proceeds of C$100,035,000. The Offering was co-led by Beacon Securities Limited and Canaccord Genuity Corp. on behalf of a syndicate of underwriters including Echelon Wealth Partners Inc. and Haywood Securities Inc.

Pursuant to the Offering, the Company issued 3,510,000 Special Warrants at a price of $28.50 per Special Warrant. Each Special Warrant will entitle its holder to receive, for no additional consideration, and subject to adjustment, one (1) class A subordinate voting share of the Company upon the deemed exercise thereof in accordance with the terms of the special warrant indenture governing the Special Warrants.

The net proceeds of the Offering are expected to be used for acquisitions, working capital and general corporate purposes.

“Verano has sustained significant growth since its inception, driven by a combination of organic and acquisitive engagements,” said George Archos, Co-Founder and CEO of Verano. “The closing of this financing will support our focused strategy of deepening our presence, across our footprint, in order to achieve market-leading positions. We are very appreciative of the backing from our syndicate partners and shareholders, as well as grateful for the confidence in our team and collective vision going forward.”

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About VeranoVerano 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.veranogrown.com

Forward Looking StatementsThis 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, expectations for the effects of the Offering, the anticipated use of proceeds of the Offering or the ability of the Company to successfully achieve its business objectives, and expectations for other economic, business, market 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:

InvestorsVerano HoldingsAaron MilesHead of Investor Relations[email protected]

MediaVerano HoldingsDavid SpreckmanSr. Director, Corporate Communications & Retail Marketing[email protected]

Financial ProfilesVerano HoldingsDebbie DouglasSenior Vice President[email protected]949-375-3436

Source: Verano Holdings Corp.

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