TerraVida Holistic Centers Inks Agreement to Merge With Verano Holdings

JENKINTOWN, Pa. – TerraVida Holistic Center LLC, a premier, women-owned and operated medical cannabis company in Pennsylvania, is pleased to announce that it has entered into an agreement to merge with Verano Holdings Corp. (CSE: VRNO), a leading multistate cannabis operator with a portfolio that encompasses 14 U.S. states.

Verano plans to expand TerraVida’s retail footprint in Pennsylvania to six operating dispensaries, plus a license for three additional dispensaries. This includes TerraVida’s three current dispensaries—some of the state’s top performing dispensaries—located in the Philadelphia Metropolitan Area. This acquisition will escalate Verano’s access to Pennsylvania’s surging patient population—the fifth most populous state in the U.S., currently accounting for approximately 400,000 registered medical marijuana patients.

“The TerraVida team is thrilled to have the opportunity to increase our capabilities, expand the TerraVida brand and provide access to medical cannabis to patients in need throughout Pennsylvania,” said Chris Visco, co-founder and CEO of TerraVida Holistic Centers. “This new partnership with Verano will allow us to triple our dispensary footprint and give us the infrastructure to help as many people as possible while continuing to educate Pennsylvania on the benefits medical cannabis and break free of underlying stigmas—it is a very exciting time for us.”

Verano has entered into an agreement and plan of merger pursuant to which subsidiaries of Verano will merge with and into TerraVida Holistic Centers, LLC (“TerraVida”) and GVB Holding Group, LLC, which operate three of the state’s top performing medical dispensaries in Sellersville, Abington and Malvern, Pennsylvania. The merger consideration includes cash consideration of US$62,500,000, subject to adjustment, with US$15,000,000 being payable on the closing date, US$10,000,000 payable within 90 days after the closing date, and the remainder payable within 180 days after the closing date. In addition, the merger consideration includes Class A shares or Class B shares equivalent to 3,013,500 Class A shares on an as converted basis, including a minimum of 1,506,750 Class A shares.

TerraVida’s highly regarded management team will remain in place following the acquisition as Verano looks to build on the strong foundation the team members have established in Southeastern Pennsylvania.

Verano also announced that it has entered into agreements pursuant to which a subsidiary of Verano will acquire all of the issued and outstanding equity interests of a licensee that holds one permit, which would give the company the ability to open three dispensaries in Pennsylvania. Pursuant to these agreements, the purchase consideration includes cash consideration of US$7,350,000 payable in cash and Class A and Class B shares equivalent to 1,333,173 Class A shares (on an as-converted basis). One of the sellers is also entitled to an earnout payable in shares in the capital of Verano (or up to 50% in cash at the election of the seller) in accordance with the terms of the applicable agreement. Closing of the transactions is subject to customary conditions, contingencies and regulatory approvals.