Verano Provides Update on the Canadian Postal Strike, the Company’s Special Meeting Materials and Voting Instructions

Rhea-AI Summary

Verano (OTCQX: VRNOF) warned shareholders that the ongoing Canadian postal strike may prevent delivery of its Meeting Materials for the special meeting on October 27, 2025 at 9:30 a.m. CDT. The Meeting Materials are available online on SEDAR+, EDGAR, and the company investor site. The company urges online voting and will accept proxy votes until at least 9:30 a.m. CT on October 24, 2025; beneficial shareholders should submit votes ≥24 hours before the proxy cut-off. Registered shareholders can get voting help from Odyssey Trust; dissent rights must be exercised by 9:30 a.m. PDT on October 23, 2025.

Corporate action: Verano filed Meeting Materials with the SEC related to a proposed continuance from British Columbia to Nevada.

Positive

• Meeting Materials available on SEDAR+, EDGAR, and investor website
• Company will accept proxy votes until 9:30 a.m. CT on Oct 24, 2025
• Clear voting assistance via Odyssey Trust and intermediary guidance

Negative

• Ongoing Canadian postal strike may prevent delivery of Meeting Materials
• Shareholders who mailed proxies are asked to recast votes online
• Dissent notice deadline is 9:30 a.m. PDT on Oct 23, 2025

CHICAGO, Oct. 06, 2025 (GLOBE NEWSWIRE) -- Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, is advising shareholders that due to the ongoing Canadian postal strike, the Company’s meeting materials (the “Meeting Materials”) for the Company’s upcoming special meeting to be held on October 27, 2025 at 9:30 a.m. (CDT), may not be delivered to all shareholders prior to the meeting date.

The Meeting Materials may be accessed on the Company’s SEDAR+ profile at www.sedarplus.ca, on its EDGAR profile at www.sec.gov and are also available on its website at https://investors.verano.com/events-presentations/events.

The Company is working to mail the Meeting Materials in the normal course, but due to the postal strike in Canada, there can be no assurance that the Meeting Materials will be delivered to all shareholders’ respective addresses prior to the Meeting.

In light of the Canadian postal strike, shareholders should cast their vote online and not send their proxy by mail. In the event a shareholder received the Meeting Materials and mailed their vote, the Company asks that shareholders recast their votes online to ensure their voting instructions are received in a timely manner. Notwithstanding the proxy cut-off time stated in the Meeting Materials, the Company will accept votes submitted by proxy until at least 9:30 a.m. Central Time on October 24, 2025. Beneficial shareholders should submit their votes at least 24 hours before the proxy cut-off time.

Registered shareholders, who are shareholders holding their shares directly of record, may request a control number or receive assistance to vote their shares at the Meeting by utilizing the “Chat with Odyssey Trust” function at https://odysseytrust.com/contact/ or by contacting Odyssey Trust Company at 1-888-290-1175 (toll-free in North America) or at 1-587-885-0960 (direct from outside of North America).

Beneficial shareholders, who are shareholders holding their shares through a brokerage firm or other intermediary, and who have not received their voting instructions should contact their intermediary to request instructions for the Meeting. Beneficial shareholders should submit their votes at least 24 hours before the proxy cut-off time.

Further, as set forth in the Meeting Materials, each registered shareholder has the right to dissent in respect of the proposal to be voted on at the special meeting to approve the plan of arrangement described in the Meeting Materials. Dissent rights may be exercised in accordance with the provisions of sections 237 to 247 of the Business Corporations Act (British Columbia), as may be modified and supplemented by the plan of arrangement, the interim order and a final order made by the court approving the plan of arrangement. To exercise dissent rights, a written notice of dissent must be received by the Company in care of Fasken Martineau DuMoulin LLP, at 2900 – 550 Burrard St. Vancouver, BC V6C 0A3, Canada, to the attention of Mark Pontin by 9:30 a.m. (PDT) on October 23, 2025 or if the Meeting is postponed or adjourned, two business days before the date to which the Meeting is postponed or adjourned.

About Verano

Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF), one of the U.S. cannabis industry’s leading companies based on historical revenue, geographic scope and brand performance, is a vertically integrated, multi-state operator embracing a mission of saying Yes to plant progress and the bold exploration of cannabis. Verano provides a superior cannabis shopping experience in medical and adult use markets under the Zen Leaf^™ and MÜV^™ dispensary banners, including Cabbage Club^™, an innovative annual membership program offering exclusive benefits for cannabis consumers. Verano produces a comprehensive suite of high-quality, regulated cannabis products sold under its diverse portfolio of trusted consumer brands including Verano^™, (the) Essence^™, MÜV^™, Savvy^™, BITS^™, Encore^™, and Avexia^™. Verano’s active operations span 13 U.S. states, comprised of 15 production facilities with over 1.1 million square feet of cultivation capacity. Learn more at Verano.com.

Media:
Verano
Steve Mazeika
VP, Communications
Steve.Mazeika@verano.com

Investors:
Investors@verano.com

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans, strategies, or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “future”, “scheduled”, “estimates”, “forecasts”, “projects,” “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein, including, without limitation, the risk factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2024 and any subsequent quarterly reports on Form 10-Q, in each case, filed with the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information or forward-looking statements that are contained or referenced herein, except as may be required in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice regarding forward-looking information and statements.

Additional Information and Where to Find It

In connection with the proposed continuance of the Company from the laws of British Columbia, Canada to the laws of the State of Nevada in the United States (“Continuance”), the Company has filed the Meeting Materials with the SEC, including a definitive proxy statement, which was filed with the SEC on September 26, 2025. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THE MEETING MATERIALS (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS RELATING TO THE PROPOSED CONTINUANCE THAT WILL BE FILED WITH THE SEC OR INCORPORATED BY REFERENCE THEREIN WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CONTINUANCE. Investors and stockholders are able to obtain copies of the Meeting Materials as described in this press release.

Participants in the Solicitation

The Company and certain of its directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed Continuance. Information about the Company’s directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in the Company’s proxy statement for its 2025 Annual Meeting of Stockholders filed with the SEC on April 22, 2025. Stockholders may obtain additional information regarding the interests of such participants by reading the Meeting Materials and other relevant materials regarding the proposed Continuance that may be filed with the SEC or incorporated by reference therein when they become available. Investors should read the Meeting Materials carefully before making any voting or investment decisions.

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FAQ

When is Verano's special meeting and what is the proxy deadline for VRNOF?

The special meeting is Oct 27, 2025 at 9:30 a.m. CDT; the company will accept proxy votes until at least 9:30 a.m. CT on Oct 24, 2025.

How can VRNOF shareholders access the Meeting Materials if mail is delayed?

Meeting Materials are available on SEDAR+, EDGAR, and Verano's investor website.

What should VRNOF shareholders do if they mailed their proxy amid the postal strike?

The company asks those shareholders to recast their votes online to ensure timely receipt.

How do registered VRNOF shareholders get voting help or a control number?

Use the “Chat with Odyssey Trust” at odysseytrust.com/contact or call 1-888-290-1175 (North America).

What is the deadline to exercise dissent rights for VRNOF's proposed continuance?

Written notice of dissent must be received by 9:30 a.m. PDT on Oct 23, 2025 (or two business days before an adjourned meeting).

What action has VRNOF filed with the SEC related to the meeting?

Verano filed Meeting Materials with the SEC regarding a proposed continuance from British Columbia to Nevada.