Vireo Growth Inc. Enters into Asset Purchase Agreement with PharmaCann Inc.

Vireo Growth Inc. (the "Company"), through its subsidiary Vireo Health, Inc., has entered into an Asset Purchase Agreement (APA) to acquire certain retail assets and properties of PharmaCann Inc. in Colorado. This acquisition, expected to close in the first half of 2026, will expand Vireo's Colorado dispensary footprint to 41 locations. The total consideration is approximately $49.0 million, payable in subordinate voting shares of the Company, and will involve the assumption of certain liabilities. The share consideration is subject to adjustments based on inventory, trade payables, and other events. A Management Services Agreement is also in place for the acquired dispensaries until closing. The transaction is subject to customary closing conditions, including regulatory approvals. The APA includes standard representations, warranties, and covenants, with termination clauses for both parties based on various conditions, including regulatory non-approval or failure to close by June 1, 2027.