Vireo acquires four operators

Vireo Growth Inc. has executed definitive documentation with certain investors in connection with a $75 million equity securities offering at $0.625 per Vireo subordinate voting share, with closing subject only to applicable CSE notice periods. Additionally, Vireo has signed three definitive documents and one binding Memorandum of Understanding to acquire four single-state operators for a total consideration of approximately $397 million in a series of all-stock transactions.

The Merger Transactions, which will require certain shareholder and regulatory approvals, would expand Vireo's operating footprint to the states of Florida, Missouri, Nevada, and Utah, with the combined total footprint spanning seven states, approximately 1,043,500 square feet of cultivation and manufacturing space across nine facilities, and 48 retail dispensaries.

Vireo has signed definitive agreements to acquire Proper Brands in Missouri, Deep Roots Harvest in Nevada, and WholesomeCo Cannabis in Utah, while also signing a binding MOU to acquire The Flowery in Florida. In addition to expanding the Company's operating footprint with established, profitable operators in these four new state markets, the Merger Transactions also include the proprietary cannabis delivery and analytics platform "Arches" which would be licensed exclusively to Vireo's portfolio of operating companies over time as regulations allow.

Vireo estimates proforma revenue and EBITDA of the combined company of approximately $394 million and $94 million, respectively, for calendar year 2024. Upon closing of the Merger Transactions, Vireo estimates the combined company will be well-positioned for further growth with a favorable balance sheet consisting of approximately $99 million of cash and $78 million of net debt with an EBITDA leverage ratio of approximately 0.8x, which Vireo believes is one of the best net leverage ratios among its peer group.

The Company also announced that John Mazarakis, co-founder at Chicago Atlantic, has been appointed to the role of CEO and Co-Executive Chairman, effective immediately. Tyson Macdonald, former partner at TrueRise Capital, has been appointed to the role of CFO, effective immediately. Amber Shimpa will continue to serve as President of the Company and as CEO of Minnesota, Maryland, and New York.