[PRESS RELEASE] – MINNEAPOLIS, Sept. 29, 2026 – Vireo Growth Inc., a leading cannabis company and agricultural markets platform, announced that it has entered into a put/call agreement with Battle Green Holdings SR LLC (the “noteholder”), pursuant to which the noteholder may cause Vireo to acquire, or Vireo may elect to acquire, a loan issued pursuant to a promissory note (the “note”) issued by BG Ohio SPV LLC to the noteholder.
Pursuant to the terms of the put/call agreement, the noteholder will have the right, but not the obligation, to cause Vireo to acquire the note (the “put right”) and Vireo will have the right, but not the obligation, to purchase the note (the “call right”), in each case by issuing Vireo subordinate voting shares at US$19.50 per Vireo share in the case of the put right or US$18.60 per Vireo share in the case of the call right.
In addition, at the maturity date of the note, if neither the put right nor the call right has been exercised, Vireo will acquire the note by issuing Vireo shares at the trailing 30-day volume-weighted average price of the Vireo shares (the “maturity call right”). Additional Vireo shares may be issuable in respect of accrued interest on the note, subject to Vireo’s right to pay such interest in cash.
The put/call agreement has a term of three years. If the put right or call right is exercised, Vireo would issue a maximum of 972,905 Vireo shares, based on a principal amount under the note of US$18,096,028. If the maturity call right is exercised, the number of Vireo shares issuable will be determined based on the trailing 30-day volume-weighted average price at the time of exercise, subject to applicable CSE pricing minimums. No Vireo shares will be issued unless and until the put right, call right or maturity call right is exercised and all applicable conditions have been satisfied.
