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

Verano Holdings Corp. (“Verano” or the “Company”) (CSE: VRNO) is pleased to announce that it has entered into an agreement with Beacon Securities Limited (“Beacon”) and Canaccord Genuity Corp. (together with Beacon, the “Co-Lead Underwriters”), on behalf of a syndicate of underwriters (together with the Co-Lead Underwriters, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought deal private placement basis, 3,510,000 special warrants of the Company (the “Special Warrants”) at a price per Special Warrant of C$28.50 (the “Issue Price”) for aggregate gross proceeds of C$100,035,000 (the “Offering”).

The Company has granted the Underwriters an option, exercisable by Beacon on behalf of the Underwriters, in whole or in part at any time up to 48 hours prior to the closing date of the Offering, to purchase up to an additional 526,500 Special Warrants at the Issue Price for additional gross proceeds of up to C$15,005,250.

Closing of the Offering is expected to occur on or about March 11, 2021 or such date as the Underwriters and the Company may agree (the “Closing Date”). The net proceeds of the Offering are expected to be used for acquisitions, working capital and general corporate purposes.

Each Special Warrant will entitle its holder to receive one (1) subordinate voting share of the Company (an “Underlying Share”).

All Special Warrants shall be deemed exercised on behalf of, and without required action on the part of, the holders on the earlier of:

  1. the fifth business day on which a final receipt is obtained from the Ontario Securities Commission, on behalf of the securities regulatory authorities in each of the Provinces of Canada (other than Québec), for the filling of the final short form prospectus (the “Final Prospectus”) pursuant to National Instrument 44-101 – Short Form Prospectus Distributions or, alternatively, the filing of a preliminary base shelf prospectus and a final base shelf prospectus, as supplemented by a prospectus supplement (the “Prospectus Supplement”) pursuant to National Instrument 44-102 – Shelf Distributions, in either case, qualifying the distribution of the securities to be issued upon exercise or deemed exercise of the Special Warrants (the “Qualifying Date”), upon the request of Beacon given after the Closing Date to qualify the Underlying Shares by short form prospectus or a supplement to a base shelf prospectus; and
  2. 4:59 p.m. (Toronto time) on the date that is four months and a day following the Closing Date.

The Closing of the Offering is subject to the completion of formal documentation, including but not limited to, the execution of an underwriting agreement with the Underwriters in connection with the Offering and receipt of regulatory approvals, including approval of the Canadian Securities Exchange.

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.

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