Vireo Growth Inc. Enters into Definitive Agreement to Acquire Certain Assets of PharmaCann Inc.

Executive Summary

• Vireo Growth Inc. entered into an Asset Purchase Agreement to acquire PharmaCann Inc.’s Colorado retail assets, adding 17 dispensaries and bringing its total to 41 active locations in the state.
• Total consideration is approximately $49 million, payable in subordinate voting shares of Vireo and assumption of certain liabilities, with adjustments based on inventory and trade payables.
• The transaction includes a Management Services Agreement for post‑closing operation of the acquired dispensaries and is expected to close in the first half of 2026, subject to regulatory approvals.

Key Details

• Acquisition Target: Certain retail assets and properties of PharmaCann Inc. located in Colorado.
• Total Consideration: ~$49 million, paid in Vireo’s subordinate voting shares plus assumption of liabilities.
• Share Consideration Adjustments: Based on inventory levels, trade payables, and other closing‑date events; subject to Canadian securities resale restrictions and CSE hold periods.
• Closing Timeline: Anticipated during the first half of calendar year 2026, contingent upon state/local regulatory approvals and satisfaction of customary closing conditions.
• Management Services Agreement: One Vireo subsidiary will provide management services to operate the acquired dispensaries pending regulatory approval.
• Strategic Impact: Increases Vireo’s Colorado footprint to 41 active dispensaries, reinforcing its leadership position in the adult‑use market.
• CEO Comment (John Mazarakis): “We are pleased to announce this transaction which reflects the continuation of our strategy to continue growing our business through accretive M&A… This transaction will complement our other recently acquired assets in Colorado.”

Notable Quotes

“We are pleased to announce this transaction which reflects the continuation of our strategy to continue growing our business through accretive M&A. This transaction will complement our other recently acquired assets in Colorado.” – John Mazarakis, Chief Executive Officer