Verano Holdings, LLC Announces Completion of Subscription Receipt Financing
CHICAGO, Jan. 21, 2021 (GLOBE NEWSWIRE) — Verano Holdings, LLC (“Verano” or the “Company”), a leading multi-state cannabis operator, today announced that, further to its December 15, 2020 announcement highlighting that Verano entered into a definitive agreement to consummate a go-public transaction in Canada (the “Transaction”), 1276268 B.C. 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.” In addition, the Transaction will include the previously announced merger (the “Merger”) of Verano with Alternative Medical Enterprises LLC; Plants of Ruskin GPS, LLC; RVC 360, LLC and affiliated companies (collectively, “AltMed”), fully-integrated medical marijuana companies operating in Arizona and Florida. The consummation of the Transaction is subject to the approval of Majesta’s shareholders, antitrust and other regulatory approvals, court approval and other customary closing conditions. 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”).
Completion of the Offering
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. The net proceeds from the Offering, after fees and expenses incurred, including 50% of the Agents’ commission for the Offering, have been deposited with Odyssey Trust Company (“Odyssey”), as subscription receipt agent and escrow agent. The escrowed proceeds will be held by Odyssey until the Escrow Release Conditions have been satisfied.
Subject to receipt of the required consents and approvals referred to above, it is expected that the Escrow Release Conditions will be satisfied and the Transaction will be completed in early February 2021. Additional details regarding the Transaction, the Merger and the Offering will be provided in the Company’s listing statement which is expected to be filed with the CSE in February 2021.
Verano is a leading vertically-integrated multi-state cannabis operator in the U.S. An operator of licensed cannabis cultivation, processing and retail facilities, Verano is devoted to the ongoing development of communal wellness by providing responsible access to regulated cannabis products to the discerning high-end customer. Active in 12 U.S. states, with 22 active retail locations¹ and approximately 440,000 square feet across its cultivation facilities, Verano has been profitable since it was founded. Verano produces a full suite of premium, artisanal cannabis products sold under its trusted portfolio of consumer brands: Encore™, Avexia™ and Verano™. 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. Learn more at http://verano.holdings
1 Includes licenses directly owned, managed, or operated; those licenses with which Verano has executed management agreements or other commercial agreements; and/or those licenses to which Verano has a purchase option.
The MÜV™ brand of medical cannabis infused products launched in Arizona in 2016 and quickly gained international attention and recognition. MÜV Dispensaries by AltMed Florida was formed a year later through the partnership of AltMed Enterprises and Plants of Ruskin, a multi-generational Florida agricultural leader. Through continual research and development, MÜV has received multiple patents for its award-winning MÜV Products line that provides quality, consistent and reliable medical cannabis products to patients at all 30 locations (one in Arizona muv-az.com, 29 in Florida muvfl.com, and more added each month). Patients are encouraged to place reservations online at muvfl.com for in-store pickup, order for delivery, or visit any one of the MÜV dispensaries for alternative medical cannabis medicine you can trust.
Original press release