[PRESS RELEASE] – MINNEAPOLIS, March 30, 2026 – Vireo Growth Inc. announced an update on its previously announced nonbinding memorandum of understanding (MOU) with The Scotts Miracle-Gro Co. to acquire The Hawthorne Gardening Co. LLC (including certain of its subsidiaries, “Hawthorne”), an operating subsidiary of ScottsMiracle-Gro and leading provider of nutrients, lighting and other materials used for indoor and hydroponic gardening in North America (the “Hawthorne transaction”).
The Hawthorne transaction could close any time following five business days following the date of this announcement, subject to the conditions described below. The material details of the transaction are expected to be substantially consistent with those previously announced on Vireo’s earnings call on March 17, 2026.
As part of the Hawthorne transaction, it is contemplated that Vireo would acquire Hawthorne with at least US$35 million of cash, approximately US$50 million of net working capital, and would be provided approximately US$20 million of inventory comprised mostly of soil to be supplied to the company over two years, in exchange for the issuance of 206 million subordinate voting shares of the company (each, a “share”) and a warrant to purchase 80 million shares (the “warrants”, and, together with the shares, the “securities”) at an exercise price of US$0.85 per share, exercisable for a period of five years from the date of issuance.
In connection with the transaction, Vireo intends to appoint Chris Hagedorn, executive vice president of ScottsMiracle-Gro and executive lead of the Hawthorne business, to its board of directors following completion of the transaction and upon shareholder approval.
Completion of the Hawthorne transaction remains subject to, among other things: (i) the negotiation and execution of definitive transaction agreements on terms acceptable to both parties and (ii) receipt of all required regulatory approvals, including, if applicable, the approval of the Canadian Securities Exchange. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be completed on the terms described herein, or at all.
The securities described above have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable U.S. state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
