Harvest Health and Recreation Acquires Verano Holdings

PHOENIX–(BUSINESS WIRE)–Harvest Health & Recreation, Inc. (CSE: HARVOTCQX: HRVSF) ("Harvest"), a vertically integrated cannabis company with one of the largest and deepest footprints in the U.S., is pleased to announce the results of its June 26, 2019 annual general and special meeting (the "Meeting") of Harvest shareholders ("Harvest Shareholders") held to approve, among other things, certain matters relating to Harvest's previously announced definitive agreement (the "Business Combination Agreement") for its acquisition (the "Transaction") of Verano Holdings, LLC ("Verano"). In addition, the members of Verano approved the Transaction overwhelmingly with 100% of the votes cast at a special meeting of its members on June 26, 2019.

As announced by press release dated April 23, 2019, pursuant to the terms of the Business Combination Agreement, securityholders of Harvest and Verano will become securityholders in a combined company which will carry on the business of Harvest and Verano (the "Resulting Issuer").

The Harvest Shareholders voted overwhelmingly in favor of, among other things:

  • a special resolution (the "Arrangement Resolution") authorizing and approving the Business Combination Agreement whereby, among other things: (i) Harvest shareholders will exchange their shares in Harvest for equivalent securities in the Resulting Issuer on a 1:1 basis, and (ii) Verano securityholders will be issued a combination of subordinate voting shares and multiple voting shares in the capital of the Resulting Issuer in connection with the indirect exchange of their securities in Verano announced by Harvest on March 11, 2019 (the "Arrangement");
  • an ordinary resolution to approve the equity incentive plan of the Resulting Issuer;
  • fixing the number of directors for the ensuing year at 5 and the election of Jason Vedadi, Steve White, Mark Barnard, Frank Bedu-Addo and Elroy Sailor as directors of Harvest; and
  • to appoint Haynie & Company as the auditors of Harvest for the ensuing year and to authorize the directors of Harvest to fix their remuneration.

As described in Harvest management information circular dated May 24, 2019, prepared in connection with the meeting (the "Circular"), the Arrangement Resolution required approval by at least 66?% of the votes cast, in person or by proxy, at the Meeting by the holders of Harvest's subordinate voting shares (the "Subordinate Voting Shares"), multiple voting shares (the "Multiple Voting Shares") and super voting shares (the "Super Voting Shares", and collectively with the Subordinate Voting Shares and Multiple Voting Shares, the "Harvest Shares"), each voting separately as a class, as well as voting together as a single class.

In addition, the Arrangement Resolution required the affirmative vote of each class of Harvest Shares, excluding those Harvest Shares held by "affiliates" or "control persons" of Harvest within the meaning of OSC Rule 56-501 – Restricted Shares ("OSC Rule 56-501").

The Transaction remains subject to, among other conditions, court approval, Canadian Securities Exchange approval, approval of the Verano members, certain additional regulatory approvals customary for a transaction of this nature, and the satisfaction or waiver of all closing conditions. The Transaction is expected to close later this year.

About Harvest Health and Recreation, Inc.

Headquartered in Tempe, Arizona, Harvest Health & Recreation, Inc. is a multi-state cannabis operator (MSO) and vertically-integrated cannabis company. Subject to completion of announced acquisitions, Harvest will have the largest footprint in the U.S., with rights to more than 210 facilities, of which approximately 140 are retail locations, and more than 1,580 employees across 17 states. Since 2011, the company has been committed to aggressively expanding its Harvest House of Cannabis retail and wholesale presence throughout the U.S., acquiring, creating and growing leading brands for patients and consumers nationally and continuing on a path of profitable growth. Harvest's mission is to improve lives through the goodness of cannabis and is focused on its vision to become the most valuable cannabis company in the world.

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Louis O'Neill
Louis O'Neill

Louis is a writer based in Sydney with a focus on social and political issues. Having interviewed local politicians and entrepreneurs, Louis now focuses on cannabis culture, legislation & reform.

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