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Verano consummated the acquisition of Willow Brook Wellness, LLC, which holds an active dispensary in Meriden, Connecticut.Additionally, Verano has entered into definitive agreements to acquire both Caring Nature, LLC, which holds an active dispensary in Waterbury, Connecticut, and Connecticut Pharmaceutical Solutions, Inc., which holds an operating cultivation and production facility.These acquisitions are expected to be immediately accretive and accelerate vertical integration for Verano in Connecticut, one of the most recent states to pass adult-use legislation, further expanding the Company’s East Coast hub and complementing Verano’s vertically integrated regional operations in Pennsylvania, New Jersey, Maryland, and Massachusetts.The Connecticut acquisitions will expand Verano’s national footprint to 89 active1 dispensaries across 12 states, 10 of which are vertically integrated, while surpassing the 1,000,000 sq. ft. mark of total cultivation capacity.

CHICAGO, Nov. 10, 2021 (GLOBE NEWSWIRE) — Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced it has entered into multiple agreements to acquire all of the issued and outstanding equity interests of Caring Nature, LLC and Connecticut Pharmaceutical Solutions, Inc., along with the closing of its acquisition of Willow Brook Wellness, LLC.

Caring Nature owns an active dispensary in Waterbury, CT; Connecticut Pharmaceutical Solutions owns an operating cultivation and production facility in Rocky Hill, CT; and Willow Brook Wellness holds an active dispensary in Meriden, CT. Collectively, these acquisitions expand Verano’s presence on the East Coast with the addition of vertically integrated operations in the attractive Connecticut market.

“We are excited about the continued expansion of both our national platform and our East Coast hub. Entering the Connecticut market ahead of its adult-use transition provides a clear runway for sustainable, long-term growth,” said George Archos, Verano Founder and Chief Executive Officer. “These acquisitions are well-aligned with our broader growth strategy, and further strengthen our operational bandwidth by bringing management teams on board that have demonstrated multi-disciplinary savvy and a keen understanding of the Connecticut market in both the retail and wholesale channels.”

Transaction Highlights

Willow Brook Wellness, LLC The transaction to acquire 100% of the equity interests of Willow Brook Wellness, LLC, includes one active dispensary in Meriden, Connecticut. The agreement was signed on September 13, 2021, and closed on October 25, 2021.

Caring Nature, LLC

The transaction to acquire 100% of the equity interests of Caring Nature, LLC, includes one active dispensary in Waterbury, Connecticut. The agreement was signed on November 10, 2021.

Connecticut Pharmaceutical Solutions, Inc.

The transaction to acquire 100% of the equity interests in Connecticut Pharmaceutical Solutions, Inc., includes an active, 216,532 sq. ft. state-of-the-art cultivation and production facility in Rocky Hill, Connecticut. Aggregate proceeds for the transaction include US$113,250,000 in subordinate voting shares of the Company upon the consummation of the transaction, US$18,500,000 in subordinate voting shares of the Company upon the first adult-use sale of cannabis in Connecticut, and additional subordinate voting shares based on achieving 2021 EBITDA performance milestones. The agreement was signed on November 10, 2021. Connecticut Pharmaceutical Solutions, Inc. is a portfolio company of Tuatara Capital, L.P.

Closing of the Caring Nature, LLC and Connecticut Pharmaceutical Solutions, Inc. transactions are each subject to customary conditions, contingencies, and approvals, including regulatory approval.

About Verano

Verano 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, including Verano™, Avexia™, Encore™, and MÜV™. Verano’s portfolio encompasses 15 U.S. states, with active operations in 12, including 12 production facilities comprising over 1,000,000 square feet of cultivation. Verano designs, builds, and operates dispensaries under retail brands including 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 may include, but are not limited to, information concerning the ability of the Company to successfully close the transaction herein (including satisfying all conditions to closing and obtaining all approvals required pursuant to the definitive agreement, including regulatory approval), the ability of the Company to achieve its business objectives and growth plans going forward and expectations for other economic, market, business, and competitive factors.

Although Verano believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward- looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. 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.

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Contacts:

Investors Verano Aaron Miles Chief Investment Officer aaron@verano.com

Media Verano David Spreckman Vice President, Marketing & Communications david@verano.com  / 312-819-4852

Sard Verbinnen & Co. Gabriella Coffey / Ryan McDougald Verano-SVC@sardverb.com

1 Includes impact of pending acquisitions.

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