[PRESS RELEASE] – MINNEAPOLIS, July 31, 2026 – Vireo Growth Inc., a leading vertically integrated cannabis company and agricultural markets platform, announced that it entered into four separate definitive Securities Purchase Agreements with each of FarmaceuticalRx LLC, FarmaceuticalRx 2 LLC, CAOH LLC and Canoe Hill Ohio LLC (collectively, the “Ohio Entities”) and certain other parties, to acquire all of the issued and outstanding membership interests of the four Ohio Entities and certain of their respective subsidiaries (collectively, the “Ohio Transactions”), subject to receipt of all required regulatory approvals and customary closing conditions.
Collectively, the acquired businesses include eight dispensaries, a cultivation and processing facility, and related owned and leased real estate, establishing a vertically integrated operating platform in Ohio.
Subject to customary adjustments for cash, debt, pre-closing taxes and transaction expenses, the aggregate purchase price across all four acquisitions is expected to be approximately $208 million, which will be satisfied by issuing approximately 11 million subordinate voting shares of Vireo, pursuant to applicable exemptions from the prospectus and registration requirements of applicable securities laws and subject to resale restrictions in accordance with applicable securities legislation. The subordinate voting shares will be issued in three tranches, with 50% of the consideration issued at closing, 25% approximately 90 days following closing, and the remaining 25% approximately 180 days following closing.
The deferred consideration in each Ohio transaction is subject to the continued performance of the acquired businesses and a forfeiture mechanism entitling Vireo to claw back up to 25% of the subordinate voting shares issued to the various sellers if specified performance thresholds and other conditions specified in the purchase agreements are not met during the applicable measurement periods. Following the completion of the Ohio transactions, the Ohio entities and their subsidiaries will join Vireo’s growing cannabis segment.
The Ohio transactions represent another step in Vireo's disciplined strategy of building a scaled portfolio of high-quality, cash-generating cannabis businesses capable of supporting long-term organic growth and shareholder value creation. Upon completion of each of the Ohio transactions and other previously announced transactions, Vireo is expected to have a presence in 16 states, operate approximately 270 dispensaries and maintain one of the industry's broadest geographic footprints. In addition, Vireo will hold one dispensary license in Pennsylvania and one dispensary license in Nevada that provide additional opportunities for future organic expansion.
“The Ohio transactions represent another important step forward in the execution of Vireo's disciplined growth strategy,” Vireo Chief Financial Officer Tyson Macdonald said. “These four transactions establish a scaled, vertically integrated operating platform in Ohio, adding cash-flow-positive operations with experienced teams, high-quality assets and continued organic momentum, including several new dispensary openings that are expected in the near term. We believe these assets are well-positioned to create value as we integrate them into the Vireo platform.
"Ohio recently surpassed $1 billion in combined medical and adult-use cannabis sales and remains one of the fastest-growing cannabis markets in the country. Entering Ohio with meaningful scale from day one reflects our strategy of acquiring and integrating high-quality cannabis businesses that can drive long-term growth and shareholder value."
The Ohio transactions are subject to the receipt of all required regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature. Closing of the Ohio transactions is expected to occur in Q4 2026, subject to the satisfaction of all closing conditions.
No finder’s fees are payable in connection with the Ohio transactions.
Management Commentary
John Mazarakis, CEO of the company, is a seller under the Securities Purchase Agreement in respect of CAOH LLC and, as a result, has a personal interest in such transaction. Mazarakis has declared his conflict of interest to the board of directors of the company and has recused himself from all board deliberations and voting in respect of the Ohio transactions. The other sellers are arm’s-length parties to the company.
The Ohio transactions constitute a “related party transaction” of the company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101″) by virtue of Mazarakis’ equity interest in CAOH LLC. The company intends to rely on the exemption from the formal valuation requirement set out in section 5.5(b) of MI 61-101 and the exemption from the minority approval requirement set out in section 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Ohio transaction, insofar as it involves interested parties, exceeds 25% of the company’s market capitalization.
A material change report will be filed in connection with the Ohio transactions. The company expects that the material change report may be filed less than 21 days before the expected closing of each Ohio transaction due to the timing of the announcement of the Ohio transactions and the anticipated closing thereof occurring in less than 21 days. The Ohio transactions are not expected to require shareholder approval.
