Verano Holdings Corp. to Redomicile from Canada to Nevada

*CHICAGO* — Verano Holdings Corp. will be seeking shareholder approval of a
proposed plan to redomicile Verano Holdings Corp. from British Columbia,
Canada, to Nevada.

Verano believes that redomiciling in the United States better aligns with
its U.S. based business and operations and streamlines its organizational
and regulatory structure within the United States, among other reasons
discussed in the preliminary proxy statement filed by the Company on
September 12, 2025 with the U.S. Securities and Exchange Commission and in
Canada on SEDAR+.

The Company’s plan to redomicile Verano Holdings Corp. in the United States
is not expected to materially impact its existing manufacturing and retail
business spanning 13 U.S. states, including the location of its corporate
headquarters in Chicago, Illinois.

Pursuant to the Company’s proposed plan of arrangement, Verano will
continue from the jurisdiction of British Columbia, Canada to the
jurisdiction of the state of Nevada. Upon completion of the Continuance,
the issued and outstanding subordinate voting shares of the British
Columbia-formed Verano Holdings Corp. will automatically be exchanged on a
one-for-one basis for shares of common stock of the continued Verano
Holdings Corp. domiciled in Nevada. Each of the Company’s outstanding stock
options and restricted stock units will be deemed to be adjusted pursuant
to the terms of the Company’s Stock and Equity Incentive Plan to become a
stock option and a restricted stock unit to receive an equal number of
shares of Nevada Common Stock, respectively.

The Board of Directors of the Company may, at any time including after
receiving shareholder approval, in its discretion, decide not to proceed
with the arrangement and not complete the Continuance.

Upon completion of the Continuance, the Nevada Common Stock will trade on
the Cboe Canada exchange under the Company’s existing ticker symbol, VRNO,
and be quoted on the OTCQX under the symbol VRNOF.