Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or “the Company”), a leading multi-state cannabis company, today announced it has entered into definitive agreements for all of the issued and outstanding equity interests in Agri-Kind, LLC, Agronomed Holdings Inc. and Agronomed Biologics, LLC, which collectively will add the equity in two cultivation licenses (one active location plus another facility for additional cultivation and production that is currently under construction) and the equity in a permit to add six dispensaries (non-active, to be developed) in Pennsylvania. These equity transactions will enhance Verano’s presence in Pennsylvania and further the Company’s position as a U.S. market leader. Closing on the foregoing transactions is subject to customary conditions, contingencies, and approvals, including regulatory approvals.
“We’ve been determined to gain a true leadership position in Pennsylvania,” said George Archos, Co-Founder and CEO of Verano. “With the pending equity transactions of Agri-Kind and Agronomed Biologics, in addition to our previously announced pending equity transactions for six of the State’s top performing dispensaries, we’re assertively executing on our strategy. Adding cultivation is an important component of our model, enabling us to drive strong margin expansion. We’re very excited for the opportunity to bring cultivation online and introduce Verano’s premium product offerings to Pennsylvania’s considerable patient community.”
Transaction Highlights
Verano has entered into definitive agreements for two transactions, which include an active 62,000 sq. ft. cultivation facility, the equity in a permit for six dispensaries and an additional cultivation facility that is currently under construction through Pennsylvania’s Clinical Registrant program.
- Agri-Kind. Subject to the terms of the agreement, Verano has agreed to a transaction for all of the issued and outstanding equity interests in Agri-Kind, a 62,000 sq. ft. grower/processor located in Chester, and in Agronomed Holdings Inc. for US$66,000,000 in cash consideration, US$49,500,000 in stock on an as-converted basis, subject to adjustment, and an earnout of US$31,500,000 based upon certain performance metrics. Agri-Kind’s management team is expected to remain with the company.
- Agronomed Biologics. Subject to the terms of the agreement, Verano has agreed to a transaction for all of the issued and outstanding equity interests in Agronomed Biologics, a research joint venture between Agronomed Pharmaceuticals, LLC and The Healing Center for US$60,000,000 in a combination of cash and stock, in addition to earnouts and other adjustments. Agronomed is committed to advancing the medical cannabis industry through the research and development of products that provide the best possible medical efficacy. Through Pennsylvania’s Chapter 20 Clinical Research Program, Agronomed is a Phase II Approved Clinical Registrant, and therefore is permitted to open a medical marijuana growing and processing facility, as well as six dispensaries, to conduct medical marijuana research in partnership with Drexel University College of Medicine.
About Verano
Verano Holdings Corp. is a leading, vertically-integrated, multi-state cannabis operator in the U.S., devoted to the ongoing improvement of communal wellness by providing responsible access to regulated cannabis products. With a mission to address vital health and wellness needs, Verano produces a comprehensive suite of premium, innovative cannabis products sold under its trusted portfolio of consumer brands: Verano, Avexia, Encore, and MÜV™. The company’s portfolio encompasses 14 U.S. States, with active operations in 11, which includes nine production facilities comprising approximately 770,000 square feet of cultivation. Verano designs, builds, and operates dispensaries under retail brands Zen Leaf™ and MÜV™, delivering a superior cannabis shopping experience in both medical and adult-use markets. Learn more at www.verano.com
Forward Looking Statements
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. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein include, but are not limited to statements or information with respect to the Company’s position in the marketplace, the proposed completion or buildout of Company facilities, the Company’s cultivation capacity, the completion of pending acquisitions, the accretive nature of acquisitions, the fortification of the Company’s presence in core markets, the possibility of material organic expansion, delivery of shareholder value and the ability to maintain industry-leading margins and add depth to leadership.
Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein, including, without limitation, the risk factors discussed in the Company’s filings on SEDAR at www.sedar.com.
The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information or forward-looking statements that are contained or referenced herein, except as may be required in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice regarding forward-looking information and statements.
