[PRESS RELEASE] – MINNEAPOLIS and VANCOUVER, British Columbia, Aug. 21, 2026 – Vireo Growth Inc., a leading cannabis company and agricultural markets platform, and C21 Investments Inc., a vertically-integrated cannabis company, announced the completion of the previously announced acquisition by Vireo of all of the issued and outstanding common shares (after conversion of all subordinate voting shares) of C21 (the common shares and subordinate voting shares, collectively, the “C21 Shares”) pursuant to a definitive arrangement agreement (the “arrangement agreement”) entered into between Vireo and C21 on June 14, 2026 (the “transaction”).
Transaction Details
The transaction was effected by way of a court-approved plan of arrangement (the “arrangement”) in accordance with the Business Corporations Act (British Columbia). Pursuant to the terms of the arrangement, all outstanding C21 subordinate voting shares were first converted into C21 common shares, and holders of C21 common shares (including common shares issued on conversion of subordinate voting shares) received 0.023052 of a subordinate voting share of Vireo (each whole subordinate voting share, a “Vireo share”) for each C21 common share held. In total, Vireo issued an aggregate of 2,766,409 Vireo shares in connection with the transaction in exchange for all of the issued and outstanding C21 Shares.
As a result of the transaction, the C21 common shares are expected to be delisted from the Canadian Securities Exchange and cease to be quoted on the OTCQX Market on or about Aug. 21, 2026, and C21 intends to apply to cease to be a reporting issuer under applicable Canadian securities laws, deregister the C21 common shares under the U.S. Securities Exchange Act of 1934, as amended, and terminate its other public reporting obligations in due course.
The Vireo shares issued pursuant to the arrangement were issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof and applicable exemptions or qualifications under 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.
Pursuant to the letter of transmittal mailed to shareholders of C21 as part of the materials delivered in connection with the special meeting of C21 shareholders held on Aug. 7, 2026, in order to receive the Vireo shares to which they are entitled, registered holders of C21 shares are required to deposit the share certificate(s) or DRS statements representing their C21 shares, together with a duly completed letter of transmittal, with Odyssey Trust Co., the depositary under the arrangement. Shareholders whose C21 shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their C21 shares.
Further details regarding the arrangement are set out in C21’s management information circular dated July 3, 2026, which is available on SEDAR+ (www.sedarplus.ca) under C21’s issuer profile.
Management Commentary
With the completion of this acquisition, C21 joins the Vireo platform, adding three leading Nevada dispensaries operating under the Silver State Relief brand and approximately 104,000 square feet of cultivation and production capacity. The acquisition expands Vireo’s current presence in Nevada to approximately 14 operational dispensaries and 159,000 square feet of cultivation and manufacturing capacity.
Vireo CEO John Mazarakis said, “We are excited to welcome the C21 team to Vireo and add their high-quality operations under the Silver State banner to our Nevada platform. This transaction strengthens our position in an important market, adds three leading dispensaries and significant cultivation capacity, and creates meaningful opportunities for operational synergies. We look forward to building on C21’s strong foundation as we continue to grow our Nevada business.”
C21 Chairman Bruce Macdonald said, “The completion of this transaction marks an important milestone for C21 and our shareholders. We are proud of the business our team has built and believe that becoming part of Vireo provides a strong platform for the next phase of growth for Silver State Relief. We look forward to seeing the combined organization build on C21’s success in Nevada.”
Required Early Warning Report Information
Prior to completion of the arrangement, Vireo did not have beneficial ownership of, or control or direction over, any C21 shares. Upon completion of the arrangement, Vireo beneficially owns, or exercises control or direction over, all of the issued and outstanding C21 common shares, representing 100% of the issued and outstanding C21 shares. An early warning report will be filed in accordance with applicable securities laws and will be available on C21’s SEDAR+ profile at www.sedarplus.ca. To obtain a copy of the early warning report, please contact Vireo Growth Inc., 207 South 9th St., Minneapolis, MN 55402, Attention: Lynn Ricci, Director, Investor Relations & Corporate Communications, (781) 956-7052.
Advisers
DLA Piper (Canada) LLP and Eversheds Sutherland (US) LLP acted as legal advisers to Vireo. Koffman Kalef LLP acted as legal adviser and Needham & Co. LLC acted as financial adviser to C21.
