Vireo Growth Inc. Announces Acquisition of The Hawthorne Gardening Company from The Scotts Miracle-Gro Company

Vireo Growth Inc. completed its acquisition of The Hawthorne Gardening Company LLC from Scotts Miracle‑Grove. The transaction delivered roughly US$35 million in cash and US$58 million of net working capital (≈US$110 million total) plus a $20 million inventory commitment over two years. Consideration was 213 million subordinate voting shares at a deemed price of US$0.60 per share and 80 million warrants exercisable at US$0.85 for five years. Good Dog Holdings LLC now holds ~14 % of Vireo (≈US$83.7 million) with potential to rise to ~19 % if all warrants are exercised. Scotts‑Miracle‑Grove EVP Chris Hagedorn will join Vireo’s board pending shareholder approval.

• Scale & Balance Sheet: The cash and working‑capital infusion materially strengthens liquidity, raising cash on hand by ≈$35 M (the acquisition press release cites “adding approximately US$110 million of cash and net working capital”). This directly supports Vireo’s aggressive acquisition pipeline and reduces near‑term financing pressure.
• Dilution vs. Value: Issuing 213 M shares at $0.60 dilutes existing shareholders but is offset by the tangible assets (cash, inventory) and strategic fit of Hawthorne’s indoor‑growing product line, which complements Vireo’s cannabis cultivation platform.
• Strategic Fit: Hawthorne provides a national supplier of nutrients, lighting and hydroponics equipment—critical inputs for Vireo’s cultivated cannabis operations. The partnership deepens ties with Scotts Miracle‑Grove, a well‑capitalized partner, potentially opening further co‑development opportunities.
• Governance: Adding Chris Hagedorn to the board brings industry expertise and may improve coordination between Hawthorne and Vireo’s supply chain.
• Comparison to Prior Guidance: The MOU announced on 2025‑12‑22 projected a similar structure; the closing now confirms execution, moving from expectation to realized value—material positive relative to prior market expectations.

Overall, the deal delivers immediate cash, expands the product ecosystem, and validates Vireo’s acquisition strategy, constituting a material positive development.

Vireo Growth Inc. is a U.S. multi‑state cannabis operator focused on building a vertically integrated platform of cultivation, processing, retail and ancillary services. Flagship initiatives include the acquisition of Eaze (delivery/retail), Schwazze assets (Colorado/New Mexico dispensaries), PharmaCann Colorado retail assets, and now Hawthorne Gardening’s indoor‑growing product suite.