[PRESS RELEASE] – MINNEAPOLIS, May 25, 2026 – Vireo Growth Inc. announced its intention to enter into a Securities Purchase Agreement with BWAB Holdings LLC (“seller”) and certain other parties to acquire all of the issued and outstanding membership interests of Bridgewell Agribusiness LLC (including certain of its subsidiaries, “Bridgewell”), a supplier of organic and non-GMO food and agricultural products to manufacturers (the “Bridgewell transaction”).
The Bridgewell transaction could close any time within five business days following the date of this announcement, subject to the conditions described below. The aggregate consideration for the Bridgewell Transaction is based on a base purchase price of US$40 million, subject to adjustments for, among other things, approximately US$30 million of assumed indebtedness of Bridgewell that will remain outstanding following closing and the assumption of certain other transaction expenses.
After giving effect to such adjustments, the estimated closing purchase price is expected to be approximately US$10,262,333. In exchange for the issued and outstanding membership interests of Bridgewell, Vireo will issue an unsecured, subordinated convertible note to the seller (the “convertible note”) in the aggregate principal amount equal to the closing purchase price, which will automatically convert on or after the second anniversary of closing into an estimated 16,552,150 subordinate voting shares of Vireo (the “consideration shares”) at a deemed price of US$0.62 per consideration share (which final price will be subject to the policies of the Canadian Securities Exchange and based on the volume weighted average trading price of the company’s subordinate voting shares for 20 consecutive trading days ending two trading days prior to the closing date).
The aggregate principal amount of the convertible note and the number of consideration shares issuable thereunder are subject to certain post-closing purchase price and other adjustments.
Completion of the Bridgewell transaction remains subject to, among other things: (i) the negotiation and execution of definitive transaction agreements on terms acceptable to both parties; (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 Bridgewell transaction will be completed on the terms described herein, or at all.
The consideration shares 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 consideration shares will be “restricted securities” (as such term is defined in Rule 144 under the Securities Act) and may not be offered or sold in the United States except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable U.S. state securities laws.
The convertible note and consideration shares will be distributed pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws and will be subject to a hold period of four months and a day from the date of distribution in accordance with National Instrument 45-102 – Resale of Securities and applicable Canadian securities legislation.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the consideration shares 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.
Bridgewell is a privately held supplier of organic and non-GMO food and agricultural products to manufacturers and processors. The company sources, procures and supplies organic and non-GMO agricultural commodities and food ingredients, and acts as an intermediary between agricultural producers and food manufacturers, providing customers with a reliable supply of raw materials and ingredients that meet applicable certification and regulatory standards.
