Verano Holdings, LLC Announces Completion of Subscription Receipt Financing
Summary
Ltd. (Finco) a special purpose financing vehicle created for the purpose of the Offering (as defined below), has completed a concurrent brokered and non-brokered private placement financing of subscription receipts (the Subscription Receipts) for gross proceeds of US$100,000,000 (the Offering).The Transaction, which is expected to close in February 2021, will be effected through the reverse takeover (the RTO) of Majesta Minerals Inc. (Majesta), a reporting issuer in Alberta, Canada, by Verano, with the resulting Canadian reporting company (the Resulting Issuer) being named Verano Holdings Corp. It is a condition of closing of the Transaction that the subordinate voting shares of the Resulting Issuer will be listed on the Canadian Securities Exchange (the CSE).On January 21, 2021, Finco completed the Offering, pursuant to which Finco issued 10,000,000 Subscription Receipts at a price of US$10.00 per Subscription Receipt for gross proceeds of US$100,000,000. The Offering was comprised of a brokered offering of 6,720,000 Subscription Receipts for gross proceeds of US$67,200,000, which was led Canaccord Genuity Corp. (Canaccord) and Beacon Securities Limited, together with a syndicate of agents (collectively, the Agents) and a non-brokered offering of 3,280,000 Subscription Receipts for gross proceeds of US$32,800,000.The Subscription Receipts will be indirectly and automatically exchanged for subordinate voting shares of the Resulting Issuer upon satisfaction of the escrow release conditions (the Escrow Release Conditions) set out in the subscription receipt agreement entered into among Finco, Verano, Majesta and Canaccord dated January 21, 2021. Verano designs, builds and operates inimitable Zen Leaf branded dispensary environments that deliver a superior cannabis shopping experience in both medical and adult-use markets. Patients are encouraged to place reservations online at muvfl.com for in-store pickup, order for delivery, or visit any one of the M\xdcV dispensaries for alternative medical cannabis medicine you can trust.This 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.