Vireo Growth Inc. Announces Update on Non-Binding Memorandum of Understanding to Acquire The Hawthorne Gardening Company from ScottsMiracle-Gro

Executive Summary

• Vireo Growth Inc. provided an update on its non‑binding MOU with The Scotts Miracle‑Gro Company to acquire Hawthorne Gardening Company (“Hawthorne”) and outlined the proposed consideration.
• The transaction would be funded with approximately US$35 M cash, US$50 M net working capital, and US$20 M of inventory over two years, in exchange for 206 M subordinate voting shares and warrants to purchase an additional 80 M shares at $0.85 per share (five‑year term).
• Upon completion, Vireo plans to appoint ScottsMiracle‑Gro EVP Chris Hagedorn to its Board of Directors, subject to shareholder approval and regulatory clearances.

Key Details

• Transaction Structure: Acquisition of Hawthorne (operating subsidiary of ScottsMiracle‑Gro) for a mix of cash, working capital, and inventory consideration.
• Cash Consideration: Approximately US$35 million payable at closing.
• Net Working Capital Transfer: Approximately US$50 million to be transferred to Vireo as part of the deal.
• Inventory Commitment: Roughly US$20 million of soil inventory supplied over a two‑year period post‑closing.
• Equity Issuance: 206 million subordinate voting shares of Vireo will be issued to ScottsMiracle‑Gro.
• Warrant Coverage: Warrants to purchase an additional 80 million shares at an exercise price of US$0.85 per share, exercisable for five years from issuance.
• Closing Timeline: Transaction could close any time after five business days from the announcement, pending definitive agreements and regulatory approvals (including CSE approval).
• Board Appointment: Chris Hagedorn, EVP of ScottsMiracle‑Gro and Executive Lead of Hawthorne, will be appointed to Vireo’s Board upon transaction completion and shareholder approval.
• Regulatory & Legal Notices: Securities are not registered under the U.S. Securities Act; offering limited to jurisdictions where exemptions apply. The MOU is non‑binding and no guarantee of definitive agreement or closing exists.

Notable Quotes

(No direct quotes were provided in the release.)