Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

Permitted Partial Optional Prepayment and Lien Release

On April 30, 2024, Verano Holdings Corp., a British Columbia corporation (the "Company"), made a Permitted Partial Optional Prepayment (as defined in the Credit Agreement) in the amount of $50,000,000 pursuant to that certain credit agreement, dated as of October 27, 2022 (the "Credit Agreement"), by and among the Company, subsidiaries of the Company from time-to-time party thereto (together with the Company, collectively, the "Borrowers"), lenders from time-to-time party thereto (the "Lenders"), and Chicago Atlantic Admin, LLC, a Delaware limited liability company ("Chicago Atlantic"), as administrative agent for the Lenders. A copy of the Credit Agreement was previously filed with the U.S. Securities and Exchange Commission on a Current Report on Form 8-K on October 27, 2022.

In connection with such Permitted Partial Optional Prepayment, Chicago Atlantic and certain Lenders agreed to (a) release certain Borrowers from their obligations under, and as parties to, the Credit Agreement and related agreements (the "Released Borrowers") and (b) release all liens over the Released Borrowers' property, including real estate, held by Chicago Atlantic for the benefit of the Lenders, in each case, pursuant to a limited consent and waiver, dated as of April 29, 2024, by and among the Borrowers, certain of the Lenders party thereto and Chicago Atlantic.