CHICAGO, June 20, 2024 (GLOBE NEWSWIRE) -- Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”) announced that it has filed a Notice of Application with the Supreme Court of British Columbia, Canada (the “Court”) in its ongoing litigation with Goodness Growth Holdings, Inc. (“Goodness Growth”). Verano is seeking dismissal of Goodness Growth’s request to have the Court determine the highly fact-driven lawsuit by summary determination which would deny Verano due process and the fairness afforded by a full trial on the merits of the case. While Goodness Growth’s filings with the Court may have been fit to bolster Goodness Growth’s public statements and press releases, Verano considers Goodness Growth’s application to the Court to be no more than an effort to sway public opinion and put forward a baseless and irresponsible damages calculation in an attempt to create false hope for its investors.
Verano denies Goodness Growth’s unfounded damages claim and is requesting that the Court exclude from the evidence Goodness Growth’s damages report in its entirety. The report forms the basis of the claim amount and is a careless effort to support the senseless figure. Among other substantial and fundamental issues, the author of the report is not qualified to give a valuation opinion, the report is based on speculation and biased assumptions not supported by evidence, and lacks basic elements and substance required by Canadian legal standards.
On May 1, 2024, Goodness Growth proclaimed that it will be changing its corporate name to Vireo as part of its “CREAM & Fire strategy,” and therefore, Goodness Growth will be referred to hereinafter as “Vireo.”
This litigation arose from an Arrangement Agreement entered into by Verano and Vireo on January 31, 2022, pursuant to which Verano would acquire Vireo subject to the terms and conditions of the Arrangement Agreement, by means of a stock-for- stock transaction (the “Arrangement”). Due to multiple breaches by Vireo and its Board of Directors (the “Vireo Board”), including their knowing and intentional refusal and failure to take certain actions, Verano exercised its several rights to terminate the Arrangement Agreement on October 13, 2022. Vireo accepted the termination but filed suit against Verano on October 21, 2022, alleging unspecified damages. On November 14, 2022, Verano filed a counterclaim against Vireo seeking the $14.875 million termination fee expressly owed to Verano under the terms of the Arrangement Agreement. On May 2, 2024, Vireo filed a notice of application for summary trial seeking to have the Court decide the case on an expedited schedule, claiming urgency for a final determination due to Vireo’s distressed financial condition and danger of receivership.
In its Notice of Application, Verano sets forth reasons why this case is clearly not suitable for summary determination, numerous grounds for Verano’s rightful termination of the Arrangement, and reasons why Vireo’s damages claim and supporting report should be rejected by the Court. Specifically, Verano provides for the following in its filings with the Court:
The foregoing is a general summary only of matters addressed by the Notice of Application. Verano encourages readers to review the Notice of Application in full when it becomes available on the Supreme Court of British Columbia, Canada website at https://justice.gov.bc.ca/cso/index.do.
The Court has set August 27 and 28, 2024 as the hearing dates for Verano’s application. If Verano prevails and the litigation proceeds to a full trial on the merits, Verano believes the trial will likely be scheduled for the spring or summer of 2026 based on the Court’s current calendar. Verano looks forward to an opportunity to present its case on the merits at a full trial.
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 13 production facilities with over 1,000,000 square feet of cultivation capacity. Learn more at Verano.com.
Contacts:
Media
Verano
Steve Mazeika
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312-348-4430
Investors
Verano
Julianna Paterra, CFA
Vice President, Investor Relations
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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, 2023, its quarterly report on Form 10-Q for the quarter ended March 31, 2024 and any subsequent quarterly reports on Form 10-Q, in each case, filed with the U.S. Securities and Exchange Commission at www.sec.gov. The Company makes no assurances and cannot predict the outcome of all or any part of the on-going litigation with Goodness Growth referenced in this press release, including whether the Company will prevail on its Notice of Application and its counterclaim, or whether Goodness Growth will prevail on its claim for damages against the Company. 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.
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