[PRESS RELEASE] – MINNEAPOLIS, July 20, 2026 – Vireo Growth Inc., through its subsidiary, Vireo Health of Arcadia, LLC (the “buyer”), and The Cannabist Co. Holdings Inc., announced that they have entered into a definitive purchase agreement pursuant to which the buyer will acquire certain cannabis cultivation, manufacturing and retail operations from subsidiaries of Cannabist across five markets: Colorado, Illinois, Massachusetts, New Jersey and West Virginia (the “transaction”).
Total consideration for the transaction, subject to certain regulatory approvals, will be up to US$35 million, comprised of up to US$18.75 million in cash payable at closing and up to US$16.25 million in seller notes. Total consideration payable in the transaction will be subject to customary adjustments based on target levels of cash, indebtedness, tax liabilities and working capital adjustments, as well as certain other items. Completion of the transaction is expected to occur in stages through calendar year 2026 and into calendar year 2027, subject to certain regulatory approvals.
The transaction represents the latest step in Vireo’s ongoing strategic expansion initiative and is expected to further strengthen the company’s footprint in several attractive, limited-license cannabis markets.
Upon closing each market, Vireo will deepen its presence in Colorado with eight dispensaries and enter four new state markets. In total, the transaction is expected to add up to 25 dispensaries, one cultivation and one production asset, bringing Vireo’s pro forma retail footprint to approximately 230 dispensaries, including previously announced acquisitions pending closing. This transaction would position Vireo as a top-tier cannabis operator with operations across 15 states and the second-largest dispensary network in the country.
The transaction is subject to customary closing conditions and regulatory approvals in each market. Upon closing, Vireo expects to integrate the acquired operations into its existing platform while maintaining a focus on operational efficiency, product quality and customer experience. The company noted additional divestitures could follow the closing depending on regulatory review and as part of ongoing portfolio optimization efforts.
Cannabist Strategic Review Process, CCAA Proceedings, and Chapter 15 Proceedings
As Cannabist previously announced, on March 24, 2026, Cannabist commenced CCAA proceedings before the Ontario Superior Court of Justice (Commercial List) (the “Canadian Court,” and such proceedings, the “CCAA Proceedings”) and entered into a previously announced strategic review process initiated by a special committee of Cannabist’s board of directors comprised of independent directors (the “Special Committee”).
With support from external financial and legal advisers, the Special Committee thoroughly evaluated a range of options including potential asset sales, mergers or other strategic and financial transactions in light of persistent operational and financial challenges facing both Cannabist and the broader industry. Cannabist previously announced it had entered into a nonbinding memorandum of understanding agreement for the sale of certain equity interests in and assets of subsidiaries in the Colorado, Illinois, New Jersey, West Virginia and Massachusetts markets on March 24, 2026.
In addition, on March 25, 2026, Cannabist commenced proceedings under Chapter 15 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “U.S. Bankruptcy Court”) seeking recognition of the CCAA Proceeding. On May 9, 2026, Cannabist obtained recognition of the CCAA Proceeding from the U.S. Bankruptcy Court.
Management Commentary
“The acquisition of select Cannabist assets meaningfully expands our operational footprint, strengthens our vertically integrated platform, and adds a highly experienced team along with operations in new markets for Vireo,” Vireo CEO John Mazarakis said. “This transaction reflects our disciplined and strategic approach to industry consolidation as we continue building one of the most capital-efficient, vertically integrated cannabis platforms in the United States.”
“We are proud of the team and operations we have built across these markets, and we believe these transactions position those assets for continued growth and long-term success through Vireo’s platform,” The Cannabist Co. CEO David Hart said.
Approvals and Recommendation
The transaction was unanimously approved by the Special Committee. Completion of the transaction is subject to, among other things, the granting of a sale approval and vesting order by the Canadian Court under the CCAA and receipt of applicable cannabis regulatory approvals in each market. The board of directors of Vireo has also unanimously approved the transaction.
Legal and Financial Advisers and Chief Restructuring Officer
Stikeman Elliott LLP is acting as Canadian counsel to Cannabist, while Weil, Gotshal & Manges LLP serves as U.S. counsel to Cannabist in respect of the transaction and Chapter 15 proceedings and Foley Hoag LLP serves as U.S. regulatory counsel to Cannabist. Moelis & Company LLC acts as investment banker and financial adviser to Cannabist. SierraConstellation Partners LLC is the chief restructuring officer of Cannabist.
DLA Piper (Canada) LLP is acting as Canadian legal counsel, Eversheds Sutherland (US) LLP is acting as United States legal counsel, and Troutman Pepper Locke LLP is acting as U.S. securities counsel to Vireo.
