Vireo Growth Inc. to Acquire Certain Assets of The Cannabist Company Holdings Inc.

Vireo Growth Inc. to Acquire Certain Assets of The Cannabist Company Holdings Inc. Enters definitive agreement that expands its operations in one market and enters four additional states. Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) (“Vireo” or the “Company”), through its subsidiary, Vireo Health of Arcadia, LLC (“Buyer”), and The Cannabist Company Holdings Inc. (“Cannabist”), today announced that they have entered into a definitive purchase agreement pursuant to which the Buyer will acquire certain cannabis cultivation, manufacturing and retail operations from subsidiaries of Cannabist across five markets: Colorado, Illinois, Massachusetts, New Jersey, and West Virginia (the “Transaction”). Total consideration for the Transaction, subject to certain regulatory approvals, will be up to US$35 million, comprised of up to US$18.75 million in cash payable at closing and up to US$16.25 million in seller notes. Total consideration payable in the Transaction will be subject to customary adjustments based on target levels of cash, indebtedness, tax liabilities, working capital adjustments, as well as certain other items. Completion of the Transaction is expected to occur in stages through calendar year 2026 and into calendar year 2027, subject to certain regulatory approvals. The Transaction represents the latest step in Vireo’s ongoing strategic expansion initiative and is expected to further strengthen the Company’s footprint in several attractive, limited-license cannabis markets. Upon closing each market, Vireo will deepen its presence in Colorado with eight dispensaries and enter four new state markets. In total, the Transaction is expected to add up to 25 dispensaries, one cultivation and one production asset, bringing Vireo’s pro forma retail footprint to approximately 230 dispensaries, including previously announced acquisitions pending closing. This Transaction would position Vireo as a top-tier cannabis operator with operations across 15 states, and the second largest dispensary network in the country. The Transaction is subject to customary closing conditions and regulatory approvals in each market. Upon closing, Vireo expects to integrate the acquired operations into its existing platform while maintaining a focus on operational efficiency, product quality and customer experience. The Company noted additional divestitures could follow the closing depending on regulatory review and as part of ongoing portfolio optimization efforts. As Cannabist previously announced, on March 24, 2026, Cannabist commenced CCAA proceedings before the Ontario Superior Court of Justice (Commercial List) (the “Canadian Court,” and such proceedings, the “CCAA Proceedings”) and entered into a previously announced strategic review process initiated by a special committee of Cannabist’s board of directors comprised of independent directors (the “Special Committee”). With support from external financial and legal advisors, the Special Committee thoroughly evaluated a range of options including potential asset sales, mergers, or other strategic and financial transactions in light of persistent operational and financial challenges facing both Cannabist and the broader industry. Cannabist previously announced it had entered into a non-binding memorandum of understanding agreement for the sale of certain equity interests in and assets of subsidiaries in the Colorado, Illinois, New Jersey, West Virginia and Massachusetts markets on March 24, 2026. In addition, on March 25, 2026, Cannabist commenced proceedings under chapter 15 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “U.S. Bankruptcy Court”) seeking recognition of the CCAA Procee.