Verano Announces Filing of Preliminary Base Shelf Prospectus of C$1.2 billion

Verano Holdings Corp. (CSE:VRNO) (OTCQX:VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced it has filed a preliminary short form base shelf prospectus with the securities regulators in all of the provinces and territories of Canada. When made final or effective, this filing 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 issued under the base shelf prospectus, including the use of proceeds from any offering, will be set forth in a shelf prospectus supplement.

The filing of a base shelf prospectus allows companies greater financial flexibility when publicly offering securities and is customary practice for companies in Canada. Once a receipt has been issued by the applicable securities regulators for the base shelf prospectus, a company may commence an offering of securities without further securities regulatory review.

“The filing of a base shelf prospectus supports our growth strategy by providing us with the flexibility to access capital as future opportunities arise,” said George Archos, Verano Co-Founder and CEO. “We’ve been assertive in the M&A arena, demonstrating strong capital stewardship through several accretive transactions. Collectively, these acquisitions have expanded our footprint considerably, adding depth in Illinois and Pennsylvania while unlocking high-growth markets in both Florida and Arizona. We anticipate that we will continue to deliver added shareholder value through strategic capital allocation in the months and years ahead.”

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 special warrants previously issued on a private placement basis which raised gross proceeds of approximately C$100,035,000, as announced in its press releases dated February 24, 2021 and March 11, 2021. The special warrants will be automatically exercised into Class A subordinate voting shares on a one-for-one basis without payment of any additional consideration on the date that is five business days following the filing of the shelf prospectus supplement.

Other than as described above, 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 preliminary short form base shelf prospectus can be found on SEDAR at and the Canadian Securities Exchange at

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