Majesta Minerals Inc. Announces Administrative Amendments to Plan of Arrangement

January 26, 2021 9:51 PM EST | Source: Verano Holdings Corp.

Toronto, Ontario--(Newsfile Corp. - January 26, 2021) - Majesta Minerals Inc. (the "Company") and Verano Holdings, LLC ("Verano") have agreed to certain administrative changes to the plan of arrangement (the "Plan of Arrangement") in connection with their previously announced proposed business combination (the "Transaction").

The Plan of Arrangement has been amended to provide that each of Alternative Medical Enterprises, LLC, Plants of Ruskin, LLC and RVC 360, LLC have redomesticated from Florida to Delaware and the mergers involving each of these companies will be governed by the laws of Delaware. The State of Delaware has preclearance procedures that allow the parties to exercise greater control over the timing of a merger which is preferable for the closing of the Transaction.

Other changes to the Plan of Arrangement include amendments to clarify certain provisions relating to the exchanges with Verano Blockercos including that Verano Blockerco Members may include securityholders other than members (as not all Verano Blockercos are limited liability companies) and that the parties to the Verano Blockerco Exchange Agreements may, but are not required to, include a joint income tax election for rollover tax treatment. Capitalized terms not otherwise defined herein have the meanings in the Plan of Arrangement.

Additional details regarding the Transaction, are available in the management information circular provided to shareholders and filed under Majesta's profile on SEDAR at www.sedar.com.

Completion of the Transaction remains subject to the satisfaction of a number of conditions, including receipt of shareholder approval, the conditional approval of the Canadian Securities Exchange and a final order of the Supreme Court of British Columbia.

For more information please contact:

Majesta
Michael Stein
CEO and Director
michael.stein@rogers.com

Verano
Aaron Miles
Head of Investor Relations
investors@verano.holdings

About Verano

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 highend customer. Active in 12 U.S. states, with 22 active retail locations 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 adultuse markets. Learn more at http://verano.holdings/

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 proposed Transaction and conditions to the consummation of the proposed Transaction. Although the Company 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 and/or forward-looking statements that are contained or referenced herein, except 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.

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