Verano Holdings LLC (Verano) entered into a binding agreement to acquire Harvest Health & Recreation Inc. (CSE:HARV) (Harvest) in a reverse merger transaction on March 10, 2019. Verano Holdings entered into a definitive agreement to acquire Harvest Health & Recreation in a reverse merger transaction on April 22, 2019. The transaction is structured as the acquisition by Harvest of all the outstanding shares of Verano in exchange for common shares valued at approximately $850 million (CAD 1.1 billion) based on one day prior price of CAD 8.79 ($6.55) of Harvest common stock. Upon closing, Verano shareholders will receive, in the aggregate, a combination of Harvest subordinate voting shares and Harvest multiple voting shares. Harvest shall issue 4.7625 shares per each Verano unit based on the number of diluted units of Verano. In connection with the transaction, an application will be made to list the resulting issuer's subordinate voting shares for trading on the Canadian Securities Exchange (CSE). The parties agreed to enter into a definitive agreement within 30 days from the signing of the preliminary agreement. The combined company plans to merge key leadership talent. As of January 6, 2020, Harvest Health & Recreation hired Ron Goodson, President and Chief Operating Officer (COO) of Verano, as COO, replacing outgoing COO John Cochran. The resulting issuer will continue hubs of operation in both Arizona and Illinois. Harvest and Verano have agreed to a mutual termination fee in the amount of $20 million (CAD 26.85 million) in the event either party fails to enter into the definitive agreement within 30 days from the date of the preliminary agreement (other than as a result of an uncured breach by the other party).

Closing is subject to the negotiation and execution of a definitive agreement, the approval of at least 66 2/3% of the votes cast by each class of Harvest's shareholders at a special meeting expected to take place in June 2019, court approval, due diligence, approval of the Canadian Securities Exchange, Department of Justice and certain additional regulatory approvals. As of April 23, 2019, the Board of Directors of Harvest has unanimously approved the transaction and will recommend that Harvest's shareholders vote in favour of the transaction. Eight Capital and INFOR Financial Inc. have each provided an opinion to the Board of Directors of Harvest that the consideration being paid by Harvest in connection with the transaction is fair, from a financial point of view to Harvest. Harvest Health and Verano Holdings' shareholders approved the combination on June 26, 2019. As of July 9, 2019, Supreme Court of British Columbia approved the transaction. The waiting period for the approval by the Department of Justice expired on December 4, 2019. It is anticipated that the acquisition will close in the first half of 2019. As of July 9, 2019, the transaction is expected to close later in 2019. Eight Capital acted as Harvest's financial advisor and INFOR Financial Inc. as financial advisor to the special committee of Harvest's Board of Directors. Rubin Rapuch of Fasken Martineau DuMoulin LLP acted as legal advisor to Verano Holdings and Sander Grieve of Bennett Jones LLP acted as legal advisor to Harvest Health & Recreation.

Verano Holdings LLC cancelled the acquisition of Harvest Health & Recreation Inc. (CSE:HARV) in a reverse merger transaction on March 25, 2020. Prolonged obstacles in meeting requirements for state and local regulatory authorities needed to transfer ownership and operational licenses, adverse capital market conditions, a challenging environment for asset sales, all contributed to the decision not to move forward with the acquisition. No breakup fees or other considerations are owed by either party as a result of the termination of the agreement.