Vireo Growth Inc. Enters into Definitive Agreements to Acquire Outstanding Senior Secured Convertible Notes of Schwazze

Executive Summary

• Vireo Growth Inc. entered into definitive agreements to acquire approximately 86% of the outstanding senior secured convertible notes of Medicine Man Technologies Inc. (“Schwazze”).
• Total consideration is ~​$62 million, payable in subordinate voting shares of Vireo at an implied price of $0.54 per share.
• The transaction is expected to close later this month, subject to customary closing conditions and required approvals.

Key Details

• Target: Senior secured convertible notes (“Notes”) issued by Medicine Man Technologies Inc., a multi‑state U.S. cannabis operator (dba “Schwazze”).
• Ownership Acquired: Approximately 86 % of the outstanding Notes.
• Purchase Price: ~​$62 million in Vireo subordinate voting shares.
• Implied Share Price: $0.54 per share for the consideration issued to noteholders.
• Closing Timeline: Anticipated later in October 2025; subject to customary conditions, including receipt of necessary regulatory and shareholder approvals.
• Transaction Structure: Equity‑based acquisition (no cash outlay); Vireo issues its own subordinate voting shares to third‑party noteholders as payment.
• Strategic Rationale (implied): Enhances Vireo’s position in the U.S. cannabis market by gaining control of a significant portion of Schwazze’s capital structure, potentially facilitating future operational integration or restructuring.

Notable Quotes

(No executive quotes were provided in the release.)