Verano Holdings Corp. (CNSX:VRNO) entered into a definitive arrangement to acquire Goodness Growth Holdings, Inc. (CNSX:GDNS) from Dumont Global LP and others for approximately $310 million on January 31, 2022. Under the terms of the Arrangement Agreement, it is expected that each holder of Goodness subordinate voting shares will receive 0.22652 of a Verano Class A subordinate voting share (a “Verano Share”) for each Goodness subordinate voting share held and each holder of Goodness multiple voting shares and Goodness super voting shares will receive 22.652 Verano Shares for each Goodness multiple voting share and Goodness super voting share held, respectively. The agreement includes $14.875 million reciprocal termination fees under certain circumstances. Post-acquisition, Goodness Growth Shareholders and Verano shareholders owning approximately 10.1% and 89.9 %, respectively, of the outstanding equity interests in the Combined Company on a fully diluted basis. Goodness Growth expects the directors and management of Verano to remain in place.

Implementation of the Transaction is subject to the approval of at least (i) two-thirds (66 2/3%) of the votes cast by Goodness shareholders present in person or represented by proxy at the Meeting, voting as a single class, and (ii) pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the approval of the majority of the votes cast by the holders of Goodness subordinate voting shares, the Goodness multiple voting shares and the Goodness super voting shares, on a class basis, excluding the votes of Goodness shareholders whose votes are required to be excluded for the purposes of “minority approval” pursuant to MI 61-101. As of October 21, 2022, GGH filed suit against the Company in the Supreme Court of British Columbia alleging that the Company breached (i) the Arrangement Agreement through, among other things, the purported wrongful repudiation of the Arrangement Agreement, (ii) the duty of good faith, and (iii) the duty of honest performance in contracts. The Transaction is subject to the approvals of the Supreme Court of British Columbia, FIRPTA Certificate, Dissent Rights, receipt of U.S. regulatory approvals, including pursuant to the Hart–Scott–Rodino Antitrust Improvements Act and New York State regulatory requirements, and other customary conditions of closing.

A.G.P./Alliance Global Partners acted as financial advisor and Ora Wexler / Eric Foster of Dentons Canada LLP and Dentons US LLP acted as counsels to Verano. Haywood Securities Inc. provided an independent fairness opinion to the Board of Directors of Verano. Hyperion Capital Inc. acted as financial advisor, fairness opinion provider with a service fee of CAD 0.3 million ($220,786) and due diligence provider and Russel Drew of DLA Piper (Canada) LLP and Christopher Giordano of DLA Piper LLP (US) acted as counsels and due diligence providers to Goodness. Cormark Securities Inc. served as financial advisor to Goodness and provided an independent fairness opinion with a service fee of CAD 0.25 million ($183,988) to the Transaction Committee. Odyssey Trust Company acted as transfer agent to Verano. Morrow Sodali LLC acted as Proxy Solicitor to Goodness Growth. In connection with these services, Morrow Sodali LLC is expected to receive a fee, including costs, of $20,000-$40,000, including out-of-pocket expenses. Davidson & Company LLP acted as accountant to Goodness Growth.