[PRESS RELEASE] – MINNEAPOLIS, Dec. 22, 2025 – Vireo Growth Inc. announced that it has entered into a definitive agreement to acquire Eaze Inc., a vertically-integrated cannabis retailer and delivery technology platform with operations in California, Florida and Colorado. Eaze has 65 active retail locations and has completed over 12 million deliveries.
The transaction marks Vireo’s entry into two of the country’s largest cannabis markets: California and Florida.
Eaze has a robust presence in delivery sales in California, with four co-located retail and delivery locations and eight delivery-only locations with coverage in most major metropolitan areas of the state.
In Florida, Eaze is currently the sixth-largest retailer with 39 active stores and approximately 64,000 square feet of cultivation canopy, with substantial expansion capacity.
Finally, the transaction will expand Vireo’s retail presence in Colorado with 14 additional dispensaries, increasing its total Colorado footprint to 55 stores.
Upon closing, Vireo’s portfolio of cannabis brands and assets will span 10 total states, with 166 active retail dispensaries and approximately 800,000 square feet of operational cannabis cultivation and production.
The transaction will be effected by way of a planned merger whereby Eaze will become a wholly-owned subsidiary of Vireo. Total consideration in the transaction includes approximately $47 million in base consideration, payable through the issuance of approximately 84 million subordinate voting shares of the company at closing at a deemed issue price per share of US$0.56.
Total consideration payable in the transaction will be subject to adjustment based on closing levels of cash, indebtedness, tax obligations and working capital adjustments, as well as the occurrence of certain other events by the closing date. The share consideration will be subject to the customary hold period under the rules of the Canadian Securities Exchange (the “exchange”). Completion of the transaction is subject to customary conditions, including receipt of necessary approvals, and is expected to close during the first half of calendar year 2026.
Eaze may be entitled to earn-out consideration as of Dec. 31, 2026, calculated as 3.84x adjusted EBITDA, less the closing consideration and adjusted for incremental debt, with any such earn-out payable in subordinate voting shares of the company at a deemed price equal to the higher of $1.05 and the 20-day volume-weighted average price as of Dec. 31, 2026, subject to the exchange’s pricing policies.
The sellers of Eaze have each entered into voluntary share lock-up agreements pursuant to which the shares will be subject to transfer restrictions for an aggregate period ending on March 1, 2028. Under these agreements, 20% of the shares will be released from lock-up on each of March 1, 2027, June 1, 2027, Sept. 1, 2027, Dec. 1, 2027, and March 1, 2028, with the remaining shares subject to lock-up from closing until the applicable release date.
CEO John Mazarakis said, “We are excited to announce the acquisition of Eaze and Vireo’s entrance into California and Florida. The addition of Eaze provides immediate scale in two of the country’s largest cannabis markets, and strengthens our position in Colorado.”
Eaze CEO Cory Azzalino said, “Joining Vireo marks an exciting next chapter for Eaze. Our shareholders and teams share a common vision for building scaled, best-in-class operations, and together we are well positioned to elevate retail and delivery experiences for customers across each market we serve.”
