Verano Holdings Corp — Proxy Solicitation & Information Statement 2025

Nov 5, 2025

SOLIS MINERALS

Solis Minerals Ltd

(British Columbia company incorporation number BC0742068)
(ARBN 653 083 026)

Notice of Special Meeting

A Special Meeting of the Company will be held as follows:

Time and date: 9:30am (AWST) on Thursday, 4 December 2025

Location: 3/32 Harrogate St, West Leederville, WA Australia 6007

The Notice of Special Meeting should be read in its entirety.

If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on +61 8 6617 4798.

Shareholders are urged to attend or vote by lodging the proxy form or voting instruction form received, based on the instructions provided

Notice of Special Meeting (Solis Minerals Limited)

Legal/93275586_4

---

Legal/93275586_4

Solis Minerals Ltd

(British Columbia company incorporation number BC0742068)
(ARBN 653 083 026)
(Company)

Notice of Special Meeting

Notice is hereby given that the Special Meeting of Shareholders of Solis Minerals Ltd (Company) will be held at 3/32 Harrogate St, West Leederville, WA Australia 6007 on Thursday, 4 December 2025 at 9:30am (AWST) (Meeting).

The Board has fixed 28 October 2025 as the record date (the Record Date) for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Explanatory Memorandum / Information Circular.

If you are a registered Shareholder of the Company and are unable to attend the Meeting, in order to be voted, the completed form of proxy must be received by the Company's registrar and transfer agent, Computershare Investor Services Inc., 100 University Avenue, Toronto, Ontario, M5J 2Y1; fax within North America: 1-866-249-7775; fax outside North America: 1-416-263-9524, at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) prior to the scheduled time of the Meeting, or any adjournment or postponement thereof.

If you are a Beneficial Shareholder of the Company and received this Notice of Special Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan, or a nominee of any of the foregoing that holds your securities on your behalf, please complete and return the materials in accordance with the instructions provided.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form comprise part of the Notice.

Terms and abbreviations used in the Notice, Information Circular and Explanatory Memorandum are defined in Schedule 1.

Agenda

Resolutions

Resolution 1 – Ratification of issue of Tranche 1 Placement CDIs

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 10,000,000 CDIs issued under Listing Rule 7.1, pursuant to the Tranche 1 Placement, on the terms and conditions in the Explanatory Memorandum.'

Notice of Special Meeting (Solis Minerals Limited)

---

Resolution 2 – Approval to issue Tranche 2 Placement CDIs

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 107,000,000 CDIs, pursuant to the Tranche 2 Placement, on the terms and conditions in the Explanatory Memorandum.'

Resolution 3 – Approval to issue Director Placement CDIs

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, subject to and conditional upon the passing of Resolution 2, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 1,000,000 CDIs to Mr Christopher Gale (and/or his nominee(s)) on the terms and conditions in the Explanatory Memorandum.'

Resolution 4 – Approval to issue Broker Options

To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 20,000,000 Broker Options to the managers of the October 2025 Placement (and/or their respective nominees(s)) as follows:

(a) up to 10,000,000 Options to CPS Capital Group Pty Ltd; and
(b) up to 10,000,000 Options to Euroz Hartleys Limited,

on the terms and conditions in the Explanatory Memorandum.'

Resolution 5 – Ratification of issue of Corporate Advisor Options

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 10,000,000 Options issued under Listing Rule 7.1 to Alpine Capital Pty Ltd (and its nominees), on the terms and conditions in the Explanatory Memorandum.'

Resolution 6 – Approval to issue Consideration Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of Consideration Shares to the Vendors (and/or their respective nominee(s)), on the terms and conditions in the Explanatory Memorandum.'

Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

Notice of Special Meeting (Solis Minerals Limited)

Legal/93275586_4

---

(a) Resolution 1: by or on behalf of a person who participated in the issue of the Tranche 1 Placement CDIs, or any of their respective associates, or their nominees;

(b) Resolution 2: by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Tranche 2 Placement CDIs (except a benefit solely by reason of being a Shareholder), or any of their respective associates, or their nominees;

(c) Resolution 3: by or on behalf of Mr Christopher Gale (and/or his nominee(s)), and any other person who will obtain a material benefit as a result of the proposed issue of the Director Placement CDIs (except a benefit solely by reason of being a Shareholder), or any of their respective associates;

(d) Resolution 4(a): by or on behalf of CPS Capital Group Pty Ltd (and/or its nominee(s)), and any other person who will obtain a material benefit as a result of, the proposed issue of the Broker Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates;

(e) Resolution 4(b): by or on behalf of Euroz Hartleys Limited (and/or its nominee(s)), and any other person who will obtain a material benefit as a result of, the proposed issue of the Broker Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates;

(f) Resolution 5: by or on behalf of Alpine Capital Pty Ltd (and/or its nominee(s)), and any other person who participated in the issue of the Corporate Advisor Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; and

(g) Resolution 6: by or on behalf of the Vendors (and/or their respective nominee(s)), and any other person who will obtain a material benefit as a result of, the proposed issue of the Consideration Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Notice of Special Meeting (Solis Minerals Limited)

Legal/93275586_4

---

BY ORDER OF THE BOARD

Chris Gale
Non-Executive Chairman
Dated: 28 October 2025

Notice of Special Meeting (Solis Minerals Limited)
Legal/93275586_4
Page 4