MINNEAPOLIS, June 05, 2026 (GLOBE NEWSWIRE) — Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) (“Vireo” or the “Firm”), at the moment introduced the closing of its beforehand introduced acquisition of all of the issued and excellent partnership pursuits of Agribusiness Holdings Restricted Partnership, together with its subsidiary Bridgewell Agribusiness LLC (“Bridgewell”) amongst different subsidiaries, pursuant to a Securities Buy Settlement entered into among the many varied sellers named therein (the “Sellers”) and sure different events thereto (the “Bridgewell Transaction”).
The Firm additionally concurrently introduced that it entered into an Asset Buy Settlement (“APA”) with M3 Wellness, LLC (“M3 Wellness”) for a Nevada dispensary, and that it beforehand entered right into a definitive settlement with HA-MD, LLC (“HA-MD”) for an fairness curiosity in its Maryland dispensaries (collectively, the “Dispensary Transactions”).
Bridgewell Transaction
Bridgewell is a provider of natural and non-GMO meals and agricultural merchandise to producers. Bridgewell sources, procures and provides natural and non-GMO agricultural commodities and meals components, and acts as an middleman between agricultural producers and meals producers, offering clients with a dependable provide of uncooked supplies and components that meet relevant certification and regulatory requirements.
“This transaction represents an essential step in the continued evolution of Vireo’s broader provide chain and procurement technique,” acknowledged John Mazarakis, Chief Govt Officer of Vireo. “Bridgewell brings deep relationships, procurement experience, and scalable infrastructure that complement our current operations and strengthen the ancillary hashish phase of our enterprise. Along with our current acquisition of The Hawthorne Gardening Firm LLC, and its subsidiaries, we consider this transaction enhances our potential to drive operational efficiencies and create long-term worth throughout our enterprise.”
“Becoming a member of Vireo marks an thrilling new chapter for Bridgewell,” acknowledged Patrick McCauley, Chief Govt Officer of Bridgewell. “We’ve got constructed our enterprise round trusted provider relationships, reliable sourcing capabilities, and customer support. By partnering with Vireo, we consider we’re well-positioned to develop our platform, pursue new progress alternatives, and proceed delivering worth to our clients and companions.”
The mixture consideration for the Bridgewell Transaction was primarily based on a base buy worth of US$40.0 million, topic to changes for assumed indebtedness that can stay excellent following closing and the belief of sure different transaction bills. After giving impact to such changes, the closing buy worth was roughly US$13.66 million.
In reference to the closing of the Bridgewell Transaction, Vireo issued unsecured, subordinated convertible notes to the Sellers (collectively, the “Convertible Notes”). The Convertible Notes will convert on or after the second anniversary of closing into, on a pre-share consolidation foundation, an combination estimated 22,036,528 subordinate voting shares of Vireo at a deemed worth of US$0.62 per share, topic to last adjustment in accordance with the phrases of the Securities Buy Settlement and the insurance policies of the Canadian Securities Trade.
Dispensary Transactions
Vireo entered into an APA dated June 5, 2026, to purchase an M3 Wellness dispensary, positioned in Hawthorne, Nevada, from M3 Wellness for complete consideration of $500,000, $290,000 of which is payable in money on closing, and the steadiness of which shall be happy by issuing, on a pre-share consolidation foundation, 416,667 subordinate voting shares of Vireo at closing. As well as, topic to the phrases and circumstances of the APA, Vireo shall pay to M3 Wellness a single, performance-based earnout, primarily based upon achievement of sure EBITDA benchmarks by December 31, 2029. Completion of this Dispensary Transaction is topic to regulatory approval from the Nevada Hashish Compliance Board, in addition to customary circumstances, together with receipt of obligatory approvals.
Vireo additionally introduced that it beforehand entered right into a definitive settlement dated November 3, 2025, to purchase an oblique 49% fairness curiosity in Chesapeake Built-in Well being Institute, LLC and Maryland Different Reduction, LLC from the present members of HA-MD (the only real proprietor of such licenses) for complete consideration of $1.55 million, $400,000 of which is payable in money on closing (topic to adjustment primarily based on the monetary situation of HA-MD on the time of closing), $400,000 of which shall be paid beneath promissory word and the steadiness of which shall be happy by issuing, on a pre-share consolidation foundation, 1,111,110 subordinate voting shares of Vireo at closing at a deemed situation worth per share of $0.675. Completion of this Dispensary Transaction is topic to regulatory approval from the Maryland Hashish Administration (which approval has been obtained), in addition to customary extra circumstances, together with receipt of obligatory approvals.
The share consideration shall be topic to customary resale restrictions beneath Canadian securities legislation and maintain interval beneath the principles of the Canadian Securities Trade. There will be no assurance that the Dispensary Transactions shall be accomplished on the phrases described herein, or in any respect
About Vireo Growth Inc.
Vireo was based in 2014 as a pioneering medical hashish firm. Vireo is constructing a disciplined, strategically aligned, and execution-focused platform in the trade. This technique drives Vireo’s intense native market focus whereas leveraging the energy of a nationwide portfolio. Vireo is dedicated to hiring trade leaders and deploying capital and expertise the place it believes it’s going to drive essentially the most worth. Vireo operates with a long-term mindset, a bias for motion, and an unapologetic dedication to its clients, staff, shareholders, trade collaborators, and the communities it serves. For extra details about Vireo, go to www.vireogrowth.com.
Ahead-Wanting Data
This press launch incorporates “forward-looking data” or “forward-looking statements” inside the that means of relevant United States and Canadian securities laws (referred to herein as “forward-looking data”). To the extent any forward-looking data in this press launch constitutes “monetary outlooks” inside the that means of relevant United States or Canadian securities legal guidelines, this data is being supplied as preliminary monetary outcomes; the reader is cautioned that this data might not be acceptable for some other goal and the reader mustn’t place undue reliance on such monetary outlooks.
Ahead-looking data contained in this press launch could also be recognized by the use of phrases akin to “ought to,” “consider,” “estimate,” “would,” “trying ahead,” “might,” “proceed,” “count on,” “anticipated,” “will,” “seemingly,” “topic to,” and variations of such phrases and phrases, or any statements or clauses containing verbs in any future tense and contains statements relating to expectations across the Bridgewell Transaction or the Dispensary Transactions and the anticipated advantages thereof; the ultimate worth of the consideration to be paid in the transaction; and the Firm’s expectations round integration of the operations of its current acquisitions and timing thereof. These statements shouldn’t be learn as ensures of future efficiency or outcomes. Ahead-looking data contains each identified and unknown dangers, uncertainties, and different elements which can trigger the precise outcomes, efficiency, or achievements of the Firm or its subsidiaries to be materially totally different from any future outcomes, efficiency, or achievements expressed or implied by the forward-looking statements or data contained in this press launch. Monetary outlooks, as with forward-looking data usually, are, with out limitation, primarily based on the assumptions and topic to varied dangers as set out herein and in our Annual Report on Kind 10-Ok and our Quarterly Experiences on Kind 10-Q filed with the U.S. Securities Trade Fee. Our precise monetary place and outcomes of operations might differ materially from administration’s present expectations and, in consequence, our income, EBITDA, Adjusted EBITDA, and money readily available might differ materially from the values supplied in this press launch. Ahead-looking data is predicated upon a quantity of estimates and assumptions of administration, believed however not sure to be cheap, in gentle of administration’s expertise and notion of traits, present circumstances, and anticipated developments, in addition to different elements related in the circumstances, together with assumptions in respect of present and future market circumstances, the present and future regulatory surroundings, and the provision of licenses, approvals and permits.
Though the Firm believes that the expectations and assumptions on which such forward-looking data is predicated are cheap, the reader mustn’t place undue reliance on the forward-looking data as a result of the Firm can provide no assurance that they may show to be right. Precise outcomes and developments might differ materially from these contemplated by these statements. Ahead-looking data is topic to a spread of dangers and uncertainties that would trigger precise occasions or outcomes to differ materially from these projected in the forward-looking data. Such dangers and uncertainties embrace, however aren’t restricted to: dangers associated to receipt of obligatory regulatory and third-party approvals for completion of the Dispensary Transactions; dangers and uncertainties related to the Dispensary Transactions, some of that are past the Firm’s management; the Firm’s potential to preserve relationships with suppliers, clients, staff and different third events in consequence of the Bridgewell Transaction or Dispensary Transactions; the results of the Bridgewell Transaction or Dispensary Transactions on the Firm and the pursuits of varied constituents; the character, value, affect and final result of pending and future litigation, different authorized or regulatory proceedings, or governmental investigations and actions; dangers associated to the timing and content material of adult-use laws in markets the place the Firm at present operates; present and future market circumstances, together with the market worth of the subordinate voting shares of the Firm; dangers associated to epidemics and pandemics; federal, state, native, and international authorities legal guidelines, guidelines, and laws, together with federal and state legal guidelines and laws in the US relating to hashish operations in the US and any modifications to such legal guidelines or laws; operational, regulatory and different dangers; execution of enterprise technique; administration of progress; difficulties inherent in forecasting future occasions; conflicts of curiosity; dangers inherent in an agricultural enterprise; dangers inherent in a producing enterprise; liquidity and the power of the Firm to increase extra financing to proceed as a going concern; the Firm’s potential to meet the demand for flower in its varied markets; our potential to dispose of our property held on the market at an appropriate worth or in any respect; and threat elements set out in the Firm’s Annual Experiences on Kind 10-Ok and Quarterly Experiences on Kind 10-Q, which can be found on EDGAR with the U.S. Securities and Trade Fee at www.sec.gov and filed with the Canadian securities regulators and out there beneath the Firm’s profile on SEDAR+ at www.sedarplus.com.
The statements in this press launch are made as of the date of this launch. Besides as required by legislation, we undertake no obligation to replace any forward-looking statements or forward-looking data to mirror occasions or circumstances after the date of such statements.
For Vireo, contact:
Lynn Ricci
Director Investor Relations & Company Communications
investor@vireogrowth.com
(612) 314-8995
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