Vireo Growth Inc. Completes Acquisition of Bridgewell Agribusiness LLC and Plans to Acquire Dispensaries in Nevada and Maryland

Bridgewell Agribusiness Closing

• Vireo Growth Inc. completed the acquisition of Bridgewell Agribusiness LLC for an adjusted purchase price of approximately US$13.66 million.
• The base purchase price was US$40.0 million, reduced by assumed indebtedness and transaction expenses.
• Consideration is structured as unsecured, subordinated convertible notes converting into approximately 22.04 million subordinate voting shares at a deemed price of US$0.62 per share.
• The acquisition strengthens Vireo's supply chain, procurement strategy, and ancillary cannabis segment.

Execution vs. Expectations

• The Bridgewell closing was announced on May 25, 2026. The June 5 closing is a routine follow-through on previously disclosed terms.
• The transaction is in line with Vireo's aggressive M&A strategy to build a vertically integrated platform and optimize supply chain costs.
• The conversion price of US$0.62 per share is drastically below the current trading price of ~US$17.40. This indicates either a pre-share consolidation mechanism is in play (as noted in the release) or management is issuing equity at a severe discount to market, which is highly dilutive.
• The Nevada and Maryland deals are small, incremental, and strategically aligned with expanding into new regulated markets. They do not materially alter the company's financial profile or risk/reward profile.

Business Model

• Vireo Growth Inc. operates a multi-state cannabis retail and ancillary services platform.
• Flagship Project: A vertically integrated network spanning 10+ states with over 160 dispensaries and approximately 800,000 sq ft of cultivation and production capacity following the Eaze and Hawthorne acquisitions.
• Strategic Focus: Expanding retail footprint, optimizing supply chain through ancillary acquisitions (Hawthorne, Bridgewell), and leveraging technology/delivery platforms (Eaze, Glass House JV).