Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced it has terminated the arrangement agreement (the “Arrangement Agreement”), dated January 31, 2022, by Verano and Goodness Growth Holdings Inc. (“GGH”), pursuant to which the Company would have acquired GGH.
A copy of the Arrangement Agreement was included as Exhibit 10.13 to the Company’s registration statement on Form 10 initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 26, 2022, and amended on June 17, 2022, August 19, 2022, and September 8, 2022. All descriptions of the Arrangement Agreement herein do not purport to be complete and are qualified in their entirety by the terms and conditions of the full text of the Arrangement Agreement as filed with the SEC.
“We believe the decision to terminate this arrangement agreement was in the best interest of Verano and our shareholders,” said George Archos, Verano Founder and Chief Executive Officer. “As we work through the termination process, we expect to provide additional commentary.”
On October 13, 2022, Verano provided written notice to GGH that it was exercising its termination rights in accordance with the terms of the Arrangement Agreement based upon GGH’s breaches of covenants and representations in the Arrangement Agreement and the occurrence of other termination events. As a result of the termination, the Company further asserted that GGH owes the Company a termination fee in the amount of $14,875,000 plus the reimbursement of transaction expenses up to $3,000,000.
The Company expects to provide additional information during its next earnings conference call.
