Vireo Growth Inc. to Acquire Planet 13 Holdings Inc.

Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) (“Vireo”), a leading vertically integrated cannabis company and agricultural markets platform, and Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13”), a leading vertically integrated multi-state cannabis company, today announced that they have entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which Vireo will, as a result of the merger contemplated thereby, acquire all of the issued and outstanding equity interests of Planet 13 (the "Transaction").

Subject to the satisfaction or waiver of the conditions in the Merger Agreement, the Transaction will be completed through a merger, pursuant to which each issued and outstanding share of common stock of Planet 13 (other than certain excluded shares as set forth in the Merger Agreement) will be converted into the right to receive 0.015383618 of a Vireo subordinate voting share, subject to the terms and conditions of the Merger Agreement.

The price represents a 16.6% premium over Planet 13’s 20-day volume weighted average price per share as of July 24, 2026, the last trading day before the execution of the Merger Agreement, and a 24% premium over Planet 13’s closing price per share on such date.

The Transaction is subject to customary closing conditions, including obtaining Planet 13 stockholder approval which includes the affirmative vote of a simple majority of the votes cast by Planet 13 stockholders, excluding for this purpose the votes of shares of Planet 13 common stock held or controlled by persons required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions , the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission (the “SEC”), approval of the listing of the Vireo shares issuable in the Transaction by the Canadian Securities Exchange and applicable cannabis regulatory approvals.

Strategic Highlights

Upon closing, Vireo is expected to continue to strengthen its leadership positions in Nevada and Florida while adding to its presence in Illinois:

Nevada : Adds Planet 13's flagship Las Vegas superstore, one additional dispensary, approximately 45,000 square feet of active cultivation and production capacity, and approximately 2.3 million square feet of expandable cultivation and production facilities. On a pro forma basis, including all previously announced Nevada transactions, Vireo is expected to operate approximately 17 dispensaries and approximately 150,000 square feet of active cultivation and production capacity in Nevada. The transaction also includes a distribution license and a cannabis consumption license.

Florida : Adds approximately 33 dispensaries and two cultivation and production facilities totaling more than 76,000 square feet. On a pro forma basis, Vireo is expected to operate approximately 106 dispensaries and approximately 329,000 square feet of cultivation and production capacity in Florida, making Vireo the second-largest dispensary network in the state.

Illinois : Adds to Vireo's expected pending presence in Illinois, a limited license state, through the acquisition of a dispensary in Waukegan. In total, the Transaction is expected to add 36 dispensaries, three active cultivation and production assets, expansion capabilities of up to 2.3 million square feet of cultivation and production in Nevada, a distribution license, and a cannabis c...