Verano Holdings Corp PRE 14A, filed Sep 12, 2025

Verano Holdings Corp. (VRNO)

PRE 14A 2025-09-12 For: 2025-09-12

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Added on October 26, 2026

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☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Under §240.14a-12

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

	1.	to consider and, if thought advisable, pass a special resolution to approve a plan of arrangement (the “Plan of Arrangement”) under Section 288 of the Business Corporations Act (British Columbia) involving, among other things, the continuance of the Company from the laws of British Columbia, Canada to the laws of the State of Nevada in the United States, as more particularly described in the accompanying management information circular and proxy statement;

	2.	to approve one or more adjournments of the Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve the Plan of Arrangement; and

	3.	to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

	Dated as of [●], 2025
	By Order of the Board of Directors

	George Archos
	Chairman and Chief Executive Officer

GENERAL INFORMATION ABOUT THE MEETING AND VOTING	1
ADVICE TO BENEFICIAL OWNERS OF OUR SHARES	10
OVERVIEW OF THE ARRANGEMENT TO BE VOTED ON AT THE MEETING	11
RIGHTS OF DISSENT	54
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	56
EXPENSES OF SOLICITATION	57
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON	57
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	57
ADDITIONAL INFORMATION AVAILABLE	57
APPENDIX A: ARRANGEMENT RESOLUTION	A-1
APPENDIX B: PLAN OF ARRANGEMENT	B-1
APPENDIX C: SECTIONS 237 TO 247 OF THE BCBCA	C-1
APPENDIX D: INTERIM ORDER	D-1
APPENDIX E: NOTICE OF HEARING OF PETITION	E-1
APPENDIX F: BC NOTICE OF ARTICLES	F-1

	●	All of our operations are based in the United States and we have a much stronger business connection to the United States than to Canada or any other country.

	●	We are subject to U.S. federal and state laws and regulations.

	●	We are a public reporting company with the U.S. Securities and Exchange Commission (the “SEC”), and our subordinate voting shares are registered with the SEC and quoted in the United States on the OTCQX under the trading symbol “VRNOF”.

	●	The Company’s financial statements and financial reporting are prepared in accordance with U.S. Generally Accepted Accounting Principles.

	●	The Continuance will streamline our organizational and regulatory structure all within the United States.

	●	The Continuance is intended to enhance shareholder value over the long term primarily by increasing the acceptance of the Company in the U.S. capital markets and improving the marketability of our stock.

	●	Government entities, regulatory authorities, politicians, lenders and strategic partners in the United States are more familiar with, and may be more comfortable dealing with, U.S. corporations.

	●	Being incorporated in the U.S. may provide our shareholders and the investing community a greater comparability of our shareholder rights and corporate governance to other public companies generally.

	●	We believe that the Continuance may be implemented without any material adverse tax consequences to the Company or our shareholders.

●	a form of proxy executed by the Intermediary, but otherwise not completed with voting directions; or

●	voting instructions from the Intermediary requesting directions as to how you would like to vote on each proposal set forth in this Proxy Statement.

●	the Notice of Special Meeting of Shareholders;

●	this Proxy Statement; and

●	a proxy card.

●	at any time up to [●] a.m. (Central Time) on [●], 2025, which is 48 hours before the beginning of the Meeting, by an instrument in writing executed by the record shareholder, or by such shareholder’s duly authorized representative, authorized in writing, and either delivered to (1) the attention of the Corporate Secretary of the Company or (2) to Odyssey Trust Company at Trader’s Bank Building, 1100 - 67 Yonge Street, Toronto ON M5E 1J8by the stated time;

●	by delivering written notice of such revocation to the Chair of the Meeting at the principal office of the Company prior to the commencement of the Meeting or any adjournments thereof; or

●	at the registered office of the Company, being 2900 - 550 Burrard Street, Vancouver, BC V6C 0A3, at any time up to and including the last business day before the day of the Meeting, including any adjournments thereof, at which the proxy is to be used.

	●	The Company has a much stronger business connection to the United States than to Canada or any other country. All of our business operations, executive officers, directors, customers and employees and substantially all our assets are located in the United States.

	●	The Company is subject to U.S. federal and state laws and regulations. We are subject to the federal laws of the United States and the laws of the U.S. states in which we operate, including the rules and regulations of the SEC and of state cannabis governmental authorities, including those in Nevada.

	●	The Subordinate Voting Shares are registered with the SEC and quoted in the United States on the OTCQX under the trading symbol “VRNOF”.

	●	The Company’s financial statements and financial reporting are already prepared in accordance with U.S. Generally Accepted Accounting Principles, and not International Financial Reporting Standards.

	●	The Arrangement is intended to enhance shareholder value over the long term primarily by increasing the acceptance of the Company in the U.S. capital markets and improving the marketability of our stock.

	○	Investors may understand the Company’s Nevada governance documents and corporate laws to which the Company is subject better than British Columbia governance documents and corporate laws. If investors are more familiar with Nevada corporate laws versus British Columbia corporate laws, it could further increase capital raising opportunities.

	○	We believe that the shares of a U.S. corporation will be more accessible to U.S. institutional investors, allowing for more investment opportunities and capital raising if the Company is domiciled in the United States. Certain U.S. institutional investors and state-level investment vehicles are prohibited from investing in non-U.S. companies or are limited in the size of such investment. Although the converse can also apply with respect to certain Canadian institutional investors, the Company believes that becoming a U.S. corporation would provide greater opportunities to expand our institutional investor base, which should provide opportunities for increased value of our stock.

	○	If U.S. stock exchanges allow listings by U.S. based cannabis operators, being domiciled in the United States could assist the Company in listing our stock on a U.S. stock exchange. We believe listing on a U.S. stock exchange could lead to increased trading volume and increased shareholder value.

	○	As a U.S. corporation, the Company may be eligible for inclusion in certain leading stock indices, which could also increase demand for our shares through passive investment by certain index funds.

	●	Being incorporated in the United States instead of a non-U.S. jurisdiction may help the Company attract and complete business transactions with U.S. domiciled companies, including acquisitions and other strategic transactions.

	●	If U.S. cannabis banking laws are reformed, we believe that the Company will have access to additional funding sources as a U.S. corporation rather than being a Canadian corporation, which should provide opportunities for improved financing terms.

	●	Having the Company incorporated in the United States, instead of a non-U.S. jurisdiction, may help address and streamline regulatory matters with U.S. governmental entities and improve interactions with U.S. governmental authorities, politicians and agencies.

	●	Nevada has a strong, developed corporate case law and more code-based corporate governance regimes than British Columbia, which may provide more predictability and certainty in decision making for the Company and our shareholders.

	●	The favorable corporate environment afforded by Nevada may help the Company more effectively conduct its business, including by attracting and retaining skilled, experienced personnel, and potential members of the Board. For many years, Nevada has followed a policy of encouraging incorporation in Nevada and, in furtherance of that policy, has adopted, construed and implemented comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws.

	●	Being incorporated in the U.S. may provide the Company’s shareholders and the investing community a greater comparability of the Company’s shareholder rights and corporate governance to other public companies generally.

	●	The Company believes that the Continuance may be implemented without any material adverse tax consequences to the Company or its shareholders.

	●	the purpose and benefits of the Arrangement as outlined herein;

	●	completion of the Arrangement requires the Court to approve the Arrangement after a hearing at which fairness of the Arrangement to Shareholders will be considered;

	●	a special departure tax under Canadian tax laws applies to the Company as a result of the Continuance completed as part of the Arrangement; however, management of the Company currently expects that the special departure tax will not be a material amount; and

	●	the Shareholders that oppose the Arrangement may, subject to compliance with certain conditions, dissent with respect to the Arrangement Resolution and if the Arrangement is completed, be entitled to be paid the fair value for their Subordinate Voting Shares in accordance with section 237 to 247 of the BCBCA, the Plan of Arrangement, the Interim Order and the Final Order.

		authorizing 1,000,000,000 shares of undesignated preferred stock, par value $0.001 per share; and

		removing the Proportionate Voting Shares, of which no shares are outstanding, and deleting the special rights and restrictions attached to the Proportionate Voting Shares as set out in the BC Articles;

	Nevada	British Columbia
Shareholder Consent in Lieu of Meeting	The NRS provides that, unless the articles of incorporation provide otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting by a majority of the capital stock of the corporation, or a different proportion of voting power if otherwise required, by unanimous written consent. The Bylaws provide that stockholders may not act by written consent.	Under the BCBCA, a written consent resolution by shareholders is deemed to be valid and effective as if it had been passed at a meeting of shareholders as long as it satisfies all of the requirements of the BCBCA and the regulations and articles of the company.

Calling of Shareholder Meetings	Under the NRS, unless otherwise provided in the articles of incorporation or the bylaws, the entire board of directors, any two directors, or the president may call special meetings of the stockholders. The Bylaws provide that a special meeting of the stockholders may be called only by the Chair of the Board or the Chief Executive Officer, or, if there is no Chair of the Board and no Chief Executive Officer, by the President, and shall be called by the Secretary upon the written request of the Chair of the Board, the Chief Executive Officer or a majority of the Board of Directors. Stockholders have no right to request or call a special meeting of the stockholders.	Under the BC Articles, directors may call meetings of shareholders. The BCBCA provides that shareholders may requisition a general meeting provided the requisition is made by shareholders holding at least 1/20 of the issued shares of the company that carry the right to vote at general meetings. If a general meeting is validly requisitioned in accordance with the BCBCA, the directors must call a general meeting to transact the business specified in the requisition, to be held within four months after the date the requisition is received by the company, regardless of the articles of such company.

		Nevada		British Columbia
Shareholder Proposals		The NRS does not contain specific provisions regarding stockholder proposals.		The BCBCA provides a mechanism whereby qualified shareholders of public companies holding at least 1/100 of the issued shares that carry the right to vote at general meetings or have a fair market value in excess of $2,000, can have specific matters submitted for consideration at the next annual general meeting of the company, rather than relying on the directors or management of the company to put the matter before the shareholders. A “qualified shareholder” is a person who is a registered owner or beneficial owner of one or more shares of the company that carry the right to vote at general meetings and has been a registered owner or beneficial owner of one or more such shares for an uninterrupted period of at least two years before the date of the signing of the proposal. However, a person is not a “qualified shareholder” if, within two years before the date of the signing of the proposal, the person failed to present at an annual general meeting an earlier proposal that the person had submitted to the company and that the company had responded to by complying with the proposal process.

		Nevada		British Columbia
Oppression Remedy		Although the NRS imposes fiduciary duties upon directors and officers, the NRS does not contain an “oppression remedy” as under the BCBCA.		The BCBCA contains an oppression remedy that enables the court to make any interim or final order it considers appropriate, if satisfied upon application by a complainant (being a shareholder of the company or any other person whom the court considers to be an appropriate person) that (i) the affairs of the company are being or have been conducted, or that the powers of the directors are being or have been exercised, in a manner oppressive to one or more of the shareholders; or (ii) that some act of the company has been done or is threatened, or that some resolution of the shareholders or of the shareholders holding shares of a class or series of shares has been passed or is proposed, that is unfairly prejudicial to one or more of the shareholders, and that the application was brought by the shareholder in a timely manner.

		Nevada		British Columbia
Compulsory Acquisition Right		The NRS does not contain a similar provision. However, the NRS does permit a parent Nevada entity owning 90% of a subsidiary Nevada corporation to merge the subsidiary with and into the parent entity without a vote of the owners of either entity. Further, the NRS permits a parent Nevada entity owning 90% of a subsidiary Nevada corporation to merge the parent entity with and into the subsidiary without a vote of the stockholders of the subsidiary Nevada corporation.		The BCBCA provides a right of compulsory acquisition for an offeror that acquires at least 90% of the target company’s shares or any class of shares pursuant to a take-over bid or issuer bid, other than securities held at the date of the bid by or on behalf of the offeror (i.e., an “acquiring person” under the BCBCA). Those shareholders who did not accept the offer may be compelled, on notice from the acquiring person, to sell their shares to the acquiring person at the same price and on the same terms offered, unless the court otherwise orders. If the acquiring person does not give that notice within one month after becoming entitled to do so, it must give notice to those shareholders that they may require the acquiring person to purchase their shares from them. A shareholder may apply to the court to set the price and terms of payment.

	Nevada	British Columbia
Preemptive and Subscription Rights	Shares of the Nevada Common Stock do not have pre-emptive or subscription rights, and there are no redemption or sinking-fund provisions applicable to them.	The Subordinate Voting Shares do not have pre-emptive or subscription rights, and there are no redemption or sinking-fund provisions applicable to the Subordinate Voting Shares.

Directors	Under the Articles of Incorporation, the number of directors are to be fixed exclusively by resolutions adopted by a majority of the Board. Pursuant to the Bylaws, the number of directors shall consist of at least one individual, with the total number of directors fixed from time to time exclusively by the Board.	Under the BC Articles, the number of directors is set at the greater of three and the most recently set number of directors elected by ordinary resolution.

Meetings of Directors	Annual meetings of the Board may be held without notice. Regular meetings between annual meetings may be held at such times and places as designated by the Board. If the Board designates the time and place of a regular meeting by resolution, no further notice of such meeting shall be required. Special meetings of the Board may be called only by the Chair of the Board, or if there is no Chair, by the Chief Executive Officer, the President, or the Secretary, or upon the request of a majority of the Board. Regular or special meetings may be held at any place designated by the Board or, in the absence of such designation, as specified in the notice of the meeting. Except as otherwise provided for regular meetings, notice of any meeting shall be delivered to each director at least 24 hours prior to the meeting.	The BC Articles require that reasonable notice of the time, date and place of the meeting be given to the directors. It is not necessary to give notice of a meeting of directors if (a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed or is the meeting of the directors as which that director is appointed; or (b) the director has waived notice of the meeting.

Quorum for Director’s Meetings	The Bylaws provide that a majority of the directors in office is necessary to constitute a quorum for the transaction of business.	Under the BC Articles, the quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at a majority of the directors.

Quorum for Shareholder’s Meetings	Under the Bylaws, stockholders holding at least one-third of the voting power of the Company’s capital stock, represented in person or by proxy (regardless of whether the proxy has authority to vote on any matter), are necessary to constitute a quorum for the transaction of business at any meeting.	Under the BC Articles, subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

	Nevada	British Columbia
Attendance at Shareholders’ Meetings	The Bylaws provide that meetings of stockholders may be held within Nevada or outside of Nevada. A stockholder may participate in a meeting of stockholders through remote communication, including, without limitation, electronic communications, videoconferencing, teleconferencing or other similar method of communication by which all individuals participating in the meeting can hear each other and such participation shall constitute presence in person at the meeting.	The BC Articles permit meetings of shareholders to be held in British Columbia or at another location outside British Columbia if that location is approved, before the meeting is held, by resolution of the directors.

Advance Notice Provisions	The Bylaws include an advance notice provision requiring that stockholders who wish to nominate directors or propose other business at an annual meeting of stockholders must provide timely notice in proper written form to the Secretary of the Company at the Company’s principal executive offices. To be timely, notice must generally be delivered not earlier than the 120th day and not later than the 90th day prior to the first anniversary of the previous year’s annual meeting. If the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, or if no meeting was held the prior year, the notice must be received no later than the (i) 120th day, and not later than the 90th day, prior to such annual meeting or (ii) 10th day following the public announcement of the meeting date. For special meetings called for the purpose of electing directors, notice of nominations must generally be received not earlier than the 120th day and not later than the 90th day prior to the meeting or the 10th day following public announcement of the meeting date. Stockholder notices must comply with the informational and procedural requirements set forth in the Bylaws, including detailed disclosures about the nominating or proposing stockholder, any beneficial owners or control persons, and any related agreements or arrangements. The Bylaws also require compliance with Rule 14a-19 under the Exchange Act, where applicable.	The BC Articles do not contain provisions relating to advance notice procedures required of shareholders in order to properly nominate directors. However, the BCBCA contains provisions relating to the ability of shareholders to bring forward specific matters submitted for consideration at the next annual general meeting by way of shareholder proposals as noted above.

	Nevada	British Columbia
Exclusive Forum Provision	The Bylaws provide that unless the Company consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County of the State of Nevada (the “Court”) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders, (iii) any internal action (as defined in NRS 78.046), any agreement entered into pursuant to NRS 78.365 or as to which the NRS confers jurisdiction on the district court of the State of Nevada, (iv) any action to interpret, apply, enforce or determine the validity of the Articles of Incorporation or the Bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine; provided that such exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction	The BC Articles do not contain a corresponding provision.

Dividends and Distributions	The Articles of Incorporation provide that the Company may make distributions to its stockholders ratably out of funds legally available for this purpose as determined by the Board. The Articles of Incorporation provide that the Company is allowed to make any distribution that otherwise would be prohibited by the NRS if the Company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved immediately after the time of the distribution, to satisfy the preferential rights upon such dissolution of holders of shares of any class or series of the capital stock of the Company having preferential rights superior to those receiving the distribution.	The BC Articles contain provisions with respect to dividend payments and entitlement thereof, including manner of payment and settlement of difficulties in regard to the distribution of dividends. The holders of Subordinate Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared thereon by the directors from time to time. The directors may not declare a dividend payable in cash or property on the Subordinate Voting Shares unless the directors simultaneously declare a dividend payable in cash or property on the Proportionate Voting Shares, in an amount per Proportionate Voting Share equal to the amount of the dividend declared per Subordinate Voting Share, multiplied by 100. The holders of Proportionate Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared by the directors from time to time. The directors may not declare a dividend payable in cash or property on the Proportionate Voting Shares unless the directors simultaneously declare a dividend payable in cash or property on the Subordinate Voting Shares, in an amount equal to the amount of the dividend declared per Proportionate Voting Share divided by 100.

	Subordinate Voting Shares		% of Total Subordinate Voting
Name	Number		Shares
5% Holders

Eminence Capital, LP ⁽¹⁾		35,046,627		9.7	%

George Archos, Director & NEO ⁽²⁾		26,963,356		7.5	%

Other Directors and Named Executive Officers

Cristina Nuñez, Director		128,026		*

Lawrence Hirsh, Director		138,384		*

Charles Mueller, Director		59,013		*

John Tipton, Director & NEO		3,377,389		1.0	%

Brett Summerer, NEO ⁽³⁾		0		*

Richard Tarapchak, NEO		187,276		*

Darren Weiss, NEO ⁽⁴⁾		668,505		*

Laura Marie Kalesnik, NEO		278,132		*

All Company directors and executive officers as a group (thirteen persons) ⁽⁵⁾		32,804,504		9.1	%

(1)	According to Amendment No. 1 to Schedule 13G, filed on August 14, 2025 (“Schedule 13G/A”) with the SEC by Eminence Capital, LP (“Eminence Capital”) and Ricky C. Sandler. Eminence Capital serves as the management company or investment adviser to various investment funds and a separately managed account (collectively, the “Eminence Funds and SMA”) that hold Subordinate Voting Shares, and it is deemed to have shared voting and dispositive power over such Subordinate Voting Shares. The general partner of Eminence Capital is Eminence Capital GP, LLC, the sole managing member of which is Mr. Sandler. According to the Schedule 13G/A, Mr. Sandler, may be deemed to have shared voting and dispositive power with respect to the Subordinate Voting Shares held by the Eminence Funds and SMA. The address for Eminence Capital and Mr. Sandler is 399 Park Avenue, 25^thFloor, New York, NY 10022.

(2)	Includes: (i) 14,574,055 Subordinate Voting Shares held directly by Mr. Archos; (ii) vested Company Options to purchase 8,843 Subordinate Voting Shares with an exercise price of C$30.60; (iii) 1,817,688 Subordinate Voting Shares held by Copperstone Trust; (iv) 5,733,816 Subordinate Voting Shares held by GP Management Group, LLC and (v) 4,420,790 Subordinate Voting Shares held by Archos Capital Group, LLC. Mr. Archos holds sole voting and dispositive power over the Subordinate Voting Shares held by each of the foregoing entities. Also includes 408,164 Subordinate Voting Shares held by E&P Archos Holdings, LLC and E&P Archos Holdings II, LLC in the aggregate. Mr. Archos disclaims beneficial ownership of such Subordinate Voting Shares. 2,500,000 of the Subordinate Voting Shares held by Archos Capital are pledged as security for a loan made to Mr. Archos and such entities. In addition, Mr. Archos holds security interests in Subordinate Voting Shares as collateral for loans made by Mr. Archos with an aggregate remaining principal balance of approximately $400,000.

(3)	Mr. Summerer is the former Chief Financial Officer of the Company. The number of shares included here is based on information provided by Mr. Summerer.

(4)	Mr. Weiss is the former President of the Company. Includes vested Company Options to purchase 8,171 Subordinate Voting Shares with an exercise price of C$30.60. The number of shares included here is based on documents Mr. Weiss has filed with the SEC, the Company’s records and information from Mr. Weiss.

(5)	Includes an aggregate of vested Company Options to purchase 20,749 Subordinate Voting Shares with an exercise price of C$30.60. Does not include beneficial ownership of Brett Summerer or Darren Weiss, both of whom are former NEOs.

	(a)	to consider and, if thought fit, pass, with or without amendment, the special resolution (in the form attached as Appendix A to the Information Circular which is attached as Exhibit “[●]” to the Affidavit of [●]) (the “Arrangement Resolution”) approving the arrangement (the “Arrangement”) under section 288 of the BCBCA involving, among other things the continuance of Verano from the laws of British Columbia, Canada to the laws of the State of Nevada in the United States (the “Continuance”);

	(b)	to approve one or more adjournments of the Verano Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Verano Meeting to approve the Plan of Arrangement; and

	(c)	to transact such further or other business as may properly come before the Verano Meeting and any adjournment or postponement thereof.

5.	Notwithstanding the provisions of the BCBCA and the Articles of Verano, Verano if it deems advisable, is specifically authorized to adjourn or postpone the Verano Meeting on one or more occasions without the necessity of first convening the Verano Meeting or first obtaining any vote of the Shareholders respecting the adjournment or postponement and without the need for approval of the Court. Notice of any such adjournments or postponements shall be given by press release, news release, newspaper advertisement, or by notice sent to the Shareholders by the methods specified in paragraph 10 of this Interim Order, as determined to be the most appropriate method of communication by the Verano Board of Directors.

6.	The Record Date (as defined in paragraph 8 below) shall not change in respect of adjournments or postponements of the Verano Meeting.

	(i)	by prepaid regular mail addressed to the Shareholders at their address as it appears on the central securities register of Verano as at the Record Date; or

	(ii)	by email or facsimile transmission to any Shareholders who identifies themselves to the satisfaction of Verano, acting through its representatives, who requests such email or facsimile transmission;

	(b)	in the case of non-registered Shareholders, by providing copies of the relevant portions of the Meeting Materials to intermediaries and registered nominees for sending to beneficial owners in accordance with National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators;

	(c)	the directors and auditors of Verano by electronic mail or by prepaid regular mail, at least 21 days prior to the date of the Verano Meeting, excluding the date of mailing or transmittal and the date of the Verano Meeting;

11.	Accidental failure of or omission by Verano to give notice to any one or more Shareholders, or any other Person set out in paragraph 10, or the non-receipt of such notice by one or more Shareholders, or any other Person set out in paragraph 10, or any failure or omission to give such notice as a result of events beyond the reasonable control of Verano, shall not constitute a breach of this Interim Order or a defect in the calling of the Verano Meeting, and shall not invalidate any resolution passed or proceeding taken at the Verano Meeting, but if any such failure or omission is brought to the attention of Verano then it shall use reasonable commercial efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.

12.	Provided that notice of the Verano Meeting and the provision of the Meeting Materials to the Shareholders take place in substantial compliance with this Interim Order, the requirement of section 290(1)(b) of the BCBCA to include certain disclosure in any advertisement of the Verano Meeting is waived.

	(a)	in the case of mailing, the day, Saturdays, Sundays and holidays excepted, following the date of mailing;

	(b)	in the case of any means of transmitted, recorded or electronic communication, when dispatched or delivered for dispatch;

	(c)	in the case of non-registered Shareholders, three days after delivery thereof to intermediaries and registered nominees; and

	(d)	in the case of advertisement, at the time of publication of the advertisement.

16.	Provided the conditions precedent to the Arrangement as described in the Information Circular have been satisfied or waived in accordance with the Plan of Arrangement, as applicable, the Requisite Verano Shareholder Approval shall be sufficient to authorize and direct Verano to do all such acts and things as may be necessary or desirable to give effect to the Plan of Arrangement on a basis consistent with what is provided for in the Information Circular, in accordance with the Plan of Arrangement, without the necessity of any further approval by the Shareholders, subject only to final approval by this Honourable Court.

17.	The quorum required at the Verano Meeting shall be the quorum required by the Articles of Verano, being two persons who are, or who represent by proxy, Shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the Verano Meeting.

18.	For the purpose of counting votes respecting the Arrangement Resolution, any spoiled votes, illegible votes, defective votes and abstentions shall be deemed to be votes not cast and the Subordinate Voting Shares represented by such spoiled votes, illegible votes, defective votes or abstentions shall not be counted in determining the number of Subordinate Voting Shares represented at the Verano Meeting. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.

19.	A representative of Verano who attends the Verano Meeting shall file in due course with the Court an affidavit verifying the actions taken and the decisions reached by the Shareholders at the Verano Meeting with respect to the Plan of Arrangement.

22.	Verano is authorized to use the form of proxy in connection with the Verano Meeting in substantially the same form as attached as Exhibit “[●]” to the Verano Affidavit and the voting methods as set out in the Meeting Materials, and Verano may in its discretion waive generally the time limits for deposit of proxies by Shareholders if Verano deems it reasonable to do so. Verano is authorized, at its expense, to solicit proxies, directly and through its officers, directors and employees, and through such agents or representatives as it may retain for that purpose, and by mail or such other forms of personal or electronic communication as may be determined.

23.	The procedure for the use of proxies at the Verano Meeting, including the time limit for place of deposit, the voting methods and revocation of proxy, shall be as set out in the Meeting Materials. Verano may in its discretion waive the time limits for the deposit of proxies by Shareholders if Verano deems it advisable to do so, such waiver to be endorsed on the proxy by the initials of the Chair of the Verano Meeting.

	(a)	notwithstanding section 242(1)(a) of the BCBCA, a Dissenting Shareholder shall deliver a written notice to Verano, c/o Fasken Martineau DuMoulin LLP, at 2900 - 550 Burrard St. Vancouver, BC V6C 0A3, Canada, to the attention of Mark Pontin, by [5:00] p.m., Vancouver time, on [●] or the business day that is two business days before the Verano Meeting or any date to which the Verano Meeting may be postponed or adjourned.

	(b)	a Dissenting Shareholder must dissent with respect to all of the Subordinate Voting Shares held by such person; and

	(c)	any such exercise of the Dissent Rights must otherwise comply with the requirements of sections 237–247 of the BCBCA, as modified by the Plan of Arrangement and this Interim Order.

26.	Notice to the Shareholders of their Dissent Rights with respect to the Arrangement Resolution and their right to receive, subject to the provisions of the BCBCA and the Plan of Arrangement, the fair value of their Subordinate Voting Shares shall be given by including information with respect to this right in the Information Circular to be sent to the Shareholders in accordance with the Interim Order.

27.	None of the Shareholders who vote or have instructed a proxyholder to vote the Subordinate Voting Shares in favour of the Arrangement Resolution shall be entitled to exercise their Dissent Rights.

28.	Subject to this Interim Order and further order of this Court, the rights available to the Shareholders under the BCBCA and the Plan of Arrangement to dissent from the Arrangement will constitute full and sufficient Dissent Rights for the Shareholders with respect to the Arrangement.