Verano Holdings, Inc. entered into a non-binding letter of intent to acquire Newton Energy Corporation (TSXV:NTN.H) in a reverse merger transaction on December 4, 2018. Under the terms of the transaction, Newton and Verano will effect a business combination that will result in a reverse takeover of Newton by Verano and the listing for trading of the securities of the resulting issuer on the Canadian Securities Exchange (CSE). Under the transaction, Newton Energy Corporation will change its name to a name requested by Verano and acceptable to applicable regulatory authorities, consolidate its outstanding Newton shares on a basis to be determined by the Newton and Verano, and replace the Directors and Officers of Newton on closing of the transaction with nominees of Verano. Upon successful completion of the transaction, the resulting issuer will carry on the business currently carried on by Verano.

The transaction is subject to a number of conditions, including the negotiation and signing of a definitive agreement, receipt of all necessary securityholder and regulatory approvals, approval from the NEX board of the TSX Venture Exchange for the delisting of the common shares of Newton from the Exchange and conditional approval of the Canadian Securities Exchange for the listing of the Newton shares following completion of the transaction.

Verano Holdings, Inc. cancelled the acquisition of Newton Energy Corporation (TSXV:NTN.H) in a reverse merger transaction on January 17, 2019.