[PRESS RELEASE] – MINNEAPOLIS and TAMPA, Fla., April 30, 2026 – Vireo Growth Inc., a multistate cannabis operator, and FLUENT Corp., a vertically integrated, multistate cannabis company, announced that they have entered into a definitive arrangement agreement pursuant to which Vireo will acquire all of the issued and outstanding common shares of FLUENT (after conversion of all (i) proportionate voting shares of FLUENT and (ii) non-voting, non-participating exchangeable shares of FLUENT) in exchange for Vireo shares (as defined below) (the “transaction”).
Pursuant to the terms of the arrangement agreement, each shareholder of FLUENT will receive 0.0705359 of a subordinate voting share of Vireo in exchange for each FLUENT share held. With the acquisition of FLUENT, it is expected that, subject to regulatory approval in each market, Vireo will deepen its presence in Florida with approximately 74 stores and approximately 144,000 square feet of combined cultivation and production canopy, creating a leading operator with scale in Florida’s medical cannabis market.
Following the completion of the transaction, FLUENT will join the Vireo ecosystem and gain exposure to a larger and well-capitalized multistate operator currently operating in 10 states across the U.S.
Strategic Review Process
The FLUENT Board of Directors formed a special committee composed of independent directors to evaluate and consider the transaction and explore other potential strategic alternatives. Following a comprehensive review conducted with the assistance of independent financial advisers and legal advisers, the special committee has unanimously recommended that the FLUENT Board approve the transaction.
Management Commentary
Richard Mavrinac, chair of the special committee, said, “Following a comprehensive and independent review process, the special committee unanimously concluded that this transaction delivers compelling strategic and financial value for FLUENT shareholders. In an increasingly competitive industry, scale, capital access and a strategic and expansive operational footprint are critical to long-term success, and this combination meaningfully strengthens each of those areas. The structure of the transaction also enables our shareholders to participate in the future growth of a larger, more competitive platform. We have strong confidence in John Mazarakis’ leadership and Vireo’s vision for the combined company.”
Vireo CEO John Mazarakis said, “The acquisition of FLUENT meaningfully expands our presence in one of the most important cannabis markets in the country. Florida’s limited-license structure rewards scale, and combining two complementary networks with minimal overlap creates a platform that is meaningfully harder to replicate. FLUENT has displayed a proven track record in Florida, with revenue generation from its Florida operations in the amount of approximately $71.5 million in 2025.
“What makes this transaction particularly compelling is the commitment of the FLUENT team to undertake certain steps to right-size the business in advance of closing. The business we receive at closing, we believe, will be positioned to generate meaningful cash flow before we apply a single Vireo synergy. We believe we will be acquiring a structurally improved asset at an attractive entry point, and we intend to move quickly to realize the full potential of the combined Florida platform.”
FLUENT Interim CEO David E. Vautrin said, “Partnering with a materially larger cannabis company provides the scale, capital and infrastructure needed to accelerate growth. This all-stock transaction positions our shareholders to participate in the upside of a stronger, scaled platform. John Mazarakis’ vision and disciplined leadership give us strong conviction in the combined company’s future.”
Approvals and Recommendation
The transaction was unanimously approved by the FLUENT Board (with interested directors abstaining from voting), following the unanimous recommendation of the special committee. The special committee and the FLUENT Board have unanimously determined, after receiving financial and legal advice along with the Independent Fairness Opinion (as defined below), that the transaction is in the best interests of FLUENT and is fair to the FLUENT Shareholders, and the FLUENT Board recommends that the FLUENT shareholders vote in favor of the transaction.
The board of directors of Vireo has also unanimously approved the transaction (with an interested director abstaining from voting).
ATB Cormark Capital Markets provided the special committee and FLUENT Board with an oral opinion, dated April 29, 2026, to the effect that, as of the date of such opinion, the consideration payable to the FLUENT shareholders pursuant to the transaction is fair, from a financial point of view, to the FLUENT shareholders, based upon and subject to the assumptions, limitations, qualifications and other matters set forth in such opinion.
The Vireo shares to be issued and exchanged for FLUENT shares pursuant to the transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and will be issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Operating Budget
In connection with the transaction, the FLUENT Board approved an operating budget, which is expected to streamline the company’s operations and enhance overall performance throughout FLUENT’s platform, including, among other things, through the divestiture of certain non-core assets, targeted cost reductions and initiatives to optimize its business. These measures are anticipated to improve the company’s operating efficiency and support its efforts toward increased cash flow generation over time.
Credit Agreement Equitization
In connection with the transaction, the company has entered into a credit equitization agreement with certain lenders to its existing senior secured credit agreement, dated Nov. 26, 2024, as amended on March 17, 2026, and April 17, 2026, by and among FLUENT, its Canadian and U.S. subsidiaries, the lenders party thereto and Chicago Atlantic Financial Services LLC, as successor administrative agent (the “credit agreement”).
Pursuant to the terms of the equitization agreement, among other things, the company and the lenders have agreed to exchange an aggregate of US$30 million outstanding indebtedness owing under the credit agreement for FLUENT shares (the “equitization”). Such FLUENT shares will, subject to the terms of the equitization agreement, be issuable to the lenders immediately prior to the closing of the transaction and will be exchanged into Vireo shares upon completion of the transaction.
FLUENT Shareholder Approvals
The transaction will be effected by way of a court-approved plan of arrangement pursuant to the Business Corporations Act (Ontario) (the "arrangement") requiring the approval of (i) at least two-thirds of the votes cast by the FLUENT shareholders; and (ii) if applicable, a simple majority of the votes cast by FLUENT shareholders excluding for this purpose the votes attached to FLUENT shares owned and/or controlled by any FLUENT shareholders required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, voting at a special meeting of shareholders (the “FLUENT meeting”) to consider the transaction, which is expected to be held in the second quarter of 2026.
In connection with the transaction, Vireo has entered into voting support agreements with certain directors, officers and key shareholders of FLUENT, with such holders representing approximately 38.3% of the issued and outstanding FLUENT shares (on an as-converted basis), pursuant to which they have agreed to, among other things, vote their FLUENT shares in favor of the transaction (the “voting support agreements”).
In addition to the FLUENT shareholder approvals, closing of the transaction is subject to court approvals, as well as the receipt of all required regulatory approvals, the completion of the equitization, and the satisfaction of certain other closing conditions customary in transactions of this nature. The arrangement agreement includes customary deal protection provisions, including non-solicitation covenants of FLUENT, "fiduciary out" and "right to match" provisions in favor of FLUENT, as well as a termination fee of $2 million payable by FLUENT to Vireo, if FLUENT accepts a superior proposal and in certain other specified circumstances.
Assuming timely receipt of all necessary court, FLUENT shareholder, regulatory and other third-party approvals, the completion of the equitization and the satisfaction of all other conditions, closing of the transaction is expected to occur in the fourth quarter of 2026.
Subject to the satisfaction of all conditions to closing, upon completion of the transaction, it is expected that the FLUENT shares will be delisted from the Canadian Securities Exchange (CSE) and the OTCQB Venture Market and that FLUENT will apply to cease to be a reporting issuer under applicable Canadian securities laws.
The foregoing summary is qualified in its entirety by the provisions of the arrangement agreement. Copies of the arrangement agreement and the voting support agreements and certain related documents will be filed with the applicable Canadian securities regulators and will be available on the company’s and Vireo’s profile, as applicable, on SEDAR+ at www.sedarplus.ca and Vireo’s profile on EDGAR at www.sec.gov.
A description of the Transaction will be set forth in the management information circular of FLUENT, which will be mailed or made available to the FLUENT shareholders and filed on the company’s profile on SEDAR+ in advance of the FLUENT meeting.
The company also announced on April 30 that Chris Hagedorn has resigned from the FLUENT Board. The vacancy will not be filled at this time.
Financial and Legal Advisers
ATB Cormark Capital Markets is acting as financial adviser to the special committee of FLUENT and provided an independent fairness opinion to the special committee and FLUENT Board (the "Independent Fairness Opinion"). Cassels Brock & Blackwell LLP is acting as Canadian legal counsel and Goodwin Procter LLP is acting as United States legal counsel to FLUENT. DLA Piper (Canada) LLP is acting as Canadian legal counsel, Eversheds Sutherland (US) LLP is acting as United States legal counsel, and Shenker Russo & Clark LLP and Foley & Lardner LLP are acting as regulatory counsel to Vireo.
