Vireo Growth Inc. to Acquire Additional Outstanding Senior Secured Convertible Notes of Schwazze

Executive Summary

• Vireo Growth Inc. will acquire approximately 89 % of the outstanding senior secured convertible notes of Medicine Man Technologies Inc. (“Schwazze”) for a total consideration of about $1.6 million in subordinate voting shares at $0.54 per share.
• The acquired notes have an aggregate principal and accrued interest of roughly $2.6 million, representing a substantial discount to par value.
• Closing is expected later this month, subject to customary conditions, approvals, resale restrictions, and hold‑period requirements under Canadian securities regulations.

Key Details

• Notes Acquired: Senior secured convertible notes of Schwazze, total principal plus accrued interest ≈ $2.6 million.
• Consideration: Approximately $1.6 million payable in Vireo’s subordinate voting shares at $0.54 per share.
• Ownership Post‑Closing: Vireo will hold about 89 % of Schwazze’s outstanding senior secured convertible notes.
• Transaction Timing: Expected to close later in December 2025.
• Conditions: Subject to customary closing conditions, required regulatory and shareholder approvals, resale restrictions under Canadian securities law, and a mandatory hold period per CSE rules.
• Strategic Rationale (implied): Acquiring the notes at discount enhances Vireo’s control over Schwazze’s debt structure and may facilitate future integration or restructuring of Schwazze’s operations.

Notable Quotes

(No direct quotes were provided in the release.)