Vireo Growth Inc. Enters California and Florida and Strengthens Delivery Platforms with Acquisition of Eaze Inc.

Executive Summary

• Vireo Growth Inc. entered into a definitive agreement to acquire Eaze Inc., adding significant retail and delivery operations in California, Florida, and Colorado.
• The transaction expands Vireo’s footprint to 10 states with 166 dispensaries and ~800,000 sq ft of cultivation/production capacity.
• Consideration consists of approximately $47 million in cash‑equivalent value paid via ~84 million subordinate voting shares at a deemed price of US$0.56 per share, plus potential earn‑out based on 2026 EBITDA.

Key Details

• Target: Eaze Inc., vertically‑integrated cannabis retailer and delivery platform (65 retail locations; >12 M deliveries).
• Geographic Expansion: Adds California and Florida markets; increases Colorado dispensaries by 14 to a total of 55.
• Operating Footprint Post‑Closing: 10 states, 166 active dispensaries, ~800,000 sq ft cultivation/production space.
• Consideration:
• Base consideration ≈ US$47.0 million, paid with ~84 million subordinate voting shares at US$0.56 per share.
• Subject to customary adjustments (cash, indebtedness, tax obligations, working‑capital).
• Shares subject to a hold period under CSE rules.
• Earn‑out: Potential additional consideration payable on or after Dec 31 2026, calculated as 3.84× adjusted EBITDA less closing consideration, paid in subordinate voting shares at the higher of $1.05 or the VWAP (20‑day) on Dec 31 2026.
• Lock‑up Schedule: Sellers’ shares locked until March 1 2028 with 20% released semi‑annually from Mar 1 2027 through Mar 1 2028.
• Closing Timeline: Expected in the first half of calendar year 2026, subject to customary closing conditions and regulatory approvals.

Notable Quotes

• “We are excited to announce the acquisition of Eaze and Vireo’s entrance into California and Florida… strengthens our position in Colorado.” – John Mazarakis, CEO, Vireo Growth Inc.
• “Joining Vireo marks an exciting next chapter for Eaze… we are well positioned to elevate retail and delivery experiences…” – Cory Azzalino, CEO, Eaze Inc.