Verano Holdings Corp — Proxy Solicitation & Information Statement 2021

Jan 5, 2021

VOTING INSTRUCTION FORM

MAJESTA MINERALS INC.

MEETING TYPE: ANNUAL AND SPECIAL MEETING MEETING DATE: WEDNESDAY, JANUARY 27, 2021 AT 10:00 A.M. EST RECORD DATE: FOR HOLDERS AS OF DECEMBER 18, 2020 PROXY DEPOSIT DATE: JANUARY 25, 2021 CUID: ACCOUNT NO: CUSIP: 560694101

P47583-3- E
1 OF 1

$\mathbf{I}$

ı

CONTROL NO.: $\rightarrow$

深

MI 20 APPOINTEE(S): Michael Stein, Khurram Qureshi IF YOU WISH TO ATTEND THE MEETING OR DESIGNATE ANOTHER PERSON TO ATTEND, VOTE AND ACT ON YOUR BEHALF AT THE MEETING, OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, OTHER THAN THE PERSON(S) SPECIFIED ABOVE, PRINT YOUR NAME OR THE NAME OF THE OTHER PERSON attending the meeting in the space provided herein. Unless you instruct otherwise, the person whose name is written in this space WILL HAVE FULL AUTHORITY TO ATTEND, VOTE AND OTHERWISE ACT IN RESPECT OF ALL MATTERS THAT MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, EVEN IF THESE MATTERS ARE NOT SET OUT IN THE FORM OR THE CIRCULAR. FOR VIRTUAL MEETINGS, YOU MAY NEED TO COMPLETE ADDITIONAL INFORMATION OR TAKE ADDITIONAL ACTION FOR YOU OR YOUR APPOINTEE TO ATTEND THE MEETING. 51123		APPOINT A PROXY (OPTIONAL) PLEASE PRINT APPOINTEE NAME ABOVE COMPLETE YOUR VOTING DIRECTIONS
HITHHOLD FOR 01-Michael Stein П 02-Nicholas Hariton П 03-Khurram Qureshi $\Box$ 04-Barry Polisuk		ELECTION OF DIRECTORS: VOTING RECOMMENDATION: FOR ALL THE NOMINEES PROPOSED AS DIRECTORS (FILL IN ONLY ONE BOX "II" PER NOMINEE IN BLACK OR BLUE INK)
ITEM(S): VOTING RECOMMENDATIONS ARE INDICATED BY BOLD TEXT OVER THE BOXES (FILL IN ONLY ONE BOX "I " PER ITEM IN BLACK OR BLUE INK) 1 To fix the number of directors of the Corporation to be elected at the meeting at four (4) 3 To appoint MNP LLP as the auditor of the Corporation until the earlier of (a) the closing of the Business Combination and (b) the next annual general meeting of the Corporation, and to authorize the directors of the Corporation to fix the auditors' remuneration To consider and, if deemed appropriate, to pass with or without 4 variation, a special resolution, the full text of which is substantially set forth in Schedule A to the information circular of the Corporation ("Information Circular") dated December 28, 2020, authorizing and approving the continuation of the Corporation from the Business Corporations Act (Alberta) into the Province of British Columbia to become a British Columbia company, subject to the provisions of the Business Corporations Act (British Columbia) (the "BCBCA")	RECOMMENDATION: FOR AGAINST FOR $\Box$ L RECOMMENDATION: FOR WITHHOLD FOR Г H RECOMMENDATION: FOR AGAINST FOR $\mathbf{I}$	To consider and, if deemed appropriate, to pass with or without 6 variation, an ordinary resolution appointing, conditional upon and effective on the completion of the Business Combination, Macias Gini & O'Connell LLP as the auditor of the Resulting Issuer for the ensuing fiscal year and to authorize the board of directors of the Resulting Issuer to fix the auditor's remuneration To consider and, if deemed appropriate, to pass with or without 7 variation, an ordinary resolution approving the equity incentive plan of the Resulting issuer.	RECOMMENDATION: FOR AGAINST FOR $\sim$ RECOMMENDATION: FOR FOR AGAINST
5 Pursuant to an interim order of the Supreme Court of British Columbia dated December 17, 2020 to consider and if deemed appropriate pass, with or without variation, a special resolution, the full text of which is substantially set forth in Schedule B to the Information Circular, authorizing and approving an arrangement under section 288 of the BCBCA (the "Business Combination") pursuant to the Arrangement Agreement with the Corporation, Verano Holdings, LLC, 1276268 B.C. Ltd., 1278655 B.C. Ltd. and 1277233 B.C. Ltd. that entails the approval of the Business Combination and a plan of arrangement under the BCBCA	RECOMMENDATION: FOR FOR AGAINST $\Box$	STEP4 THIS DOCUMENT MUST BE SIGNED AND DATED ISSUER CONFIRMATION COPY - INFO ONLY SIGNATURE(S) INVALID IF NOT SIGNED М M	D D Y Y

2601 14TH AVENUE
MARKHAM, ON L3R 0H9

VOTING INSTRUCTION FORM

ANNUAL AND SPECIAL MEETING

MAJESTA MINERALS INC.

WHEN: WEDNESDAY, JANUARY 27, 2021 AT 10:00 A.M. EST

WHERE:

Offices of WeirFoulds LLP 66 Wellington St. West Suite 4100 Toronto, ON M5K 1B7

MAJESTA MINERALS INC 27 PAYSON AVE THORNHILL, ON L4J 5S2 CANADA

WE NEED TO RECEIVE YOUR VOTING INSTRUCTIONS AT LEAST ONE BUSINESS DAY BEFORE THE PROXY DEPOSIT DATE. CONTROL NO.: $\rightarrow$ PROXY DEPOSIT DATE: JANUARY 25, 2021

The control number has been assigned to you to identify your shares for voting.

You must keep your control number confidential and not disclose it to others other than when you vote using one of the voting options set out on this form. Should you send this form or provide your control number to others, you are responsible for any subsequent voting of, or subsequent inability to vote, your shares.

Dear Client:

A meeting is being held for securityholders of the above noted issuer.

• 1. You are receiving this Voting Instruction Form and the enclosed meeting materials at the direction of the issuer as a beneficial owner of securities. You are a beneficial owner because we, as your intermediary, hold the securities in an account for you and the securities are not registered in your name.
• 1. Votes are being solicited by or on behalf of the management of the issuer.
• 1. Even if you have declined to receive materials, a reporting issuer is entitled to deliver these materials to you and if requested to do so, it is our responsibility to forward them. These materials are being sent at no cost to you, in the language you requested, if available.
• 1. Unless you attend the meeting and vote in person or virtually (as applicable), your securities can only be voted through us as registered holder or proxyholder of the registered holder in accordance with your instructions. We cannot vote for you if we do not receive your voting instructions. Please provide your voting instructions to us promptly using one of the available voting methods or complete and return this form. We will submit a proxy vote on your behalf according to the voting instructions you provide, unless you elect to attend the meeting and vote in person or virtually (as applicable).
• 1. When you give us your voting instructions, you acknowledge that:
• . You are the beneficial owner or are authorized to provide these voting instructions; and . You have read the material and the voting instructions on this form.
• 1. You may not present this Voting Instruction Form at the meeting in order to vote.
• 1. To attend and vote your shares at the meeting:
• . Write your name or the name of your designate to act on your behalf on the "Appointee" line on the other side of this form, sign and date the form, and return it by mail, or
• Go to ProxyVote.com (if available) and insert the name in the "Change Appointee(s)" section on the voting site.
• . For virtual meetings, you may need to complete additional information or take additional action for you or your Appointee to attend the meeting. Refer to the meeting material accompanying this voting instruction form for details.

You, or your designate, as the named "Appointee", must attend the meeting for your vote to he counted

• 1. Unless prohibited by law or you instruct otherwise, the Appointee(s) or the person whose name is written in the space provided will have full authority to attend and otherwise act at, and present matters to the meeting and any adjoumment or postponement thereof, and vote on all matters that are brought before the meeting or any adjournment or postponement thereof, even if these matters are not set out in this form or in the management proxy circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require assistance, please contact the person who services your account.
• 1. If these voting instructions are given on behalf of a body corporate, set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.
• 1. If the items listed in the management proxy circular are different from the items listed on the other side of this form, the management proxy circular will be considered correct.
• 1. The Appointee named in this form will exercise the voting rights attached to the securities in accordance with the instructions given. In the absence of any specific instructions as to voting being provided by you on this form, the item(s) will be voted as recommended on the reverse of this form or as stated in the management proxy circular, except in the case of your appointment of an Appointee.
• 1. This Voting Instruction Form should be read in conjunction with the accompanying management proxy circular.
• 1. To ensure that your instructions are received in sufficient time to be processed, please ensure that the Voting Instruction Form is received by us or voted online at least one business day before the proxy deposit date noted above or the proxy deadline specified in the management proxy circular. Voting instructions received on the proxy deposit date or later may not be able to be included in the final tabulation.

This Voting Instruction Form confers discretionary authority to vote on such other business as may properly come before the meeting or any adjournment thereof.

If you have any questions or require help, please contact the person who services your account.

Disclosure of Information - Electing to Receive Financial Statements or Requesting Meeting Materials

By electing to receive the financial statements or requesting meeting materials, your name and address may be provided to the reporting issuer (or its agent) for mailing purposes.