Verano Announces Filing of Final C$1.2 Billion Base Shelf Prospectus

Verano Holdings Corp. (CSE:VRNO) (OTCQX:VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, announced today that it has filed a final short form base shelf prospectus with the securities regulators in each of the provinces and territories of Canada. This filling will allow the Company to make offerings from time to time of, among other securities of the Company, Class A subordinate voting shares of the Company, Class B proportionate voting shares of the Company, warrants to purchase securities of the Company, subscription receipts and debt securities of the Company of up to C$1,254,450,000 during the 25-month period that the base shelf prospectus is effective. The specific terms of any offering of securities, including the use of proceeds from any offering, will be set forth in a shelf prospectus supplement.

The Company anticipates that it will file a shelf prospectus supplement to qualify the issuance of Class A subordinate voting shares upon the exercise of previously issued special warrants, as announced in its press release dated May 14, 2021. Other than as described herein, the Company has no immediate plans to issue any securities under the base shelf prospectus and indeed may never issue any other securities under such prospectus.

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 these securities in any province, territory, State or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, territory, State or jurisdiction. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

A copy of the short form base shelf prospectus can be found on SEDAR at

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