VIREO GROWTH INC. - FORM 8-K

Vireo Growth Inc. has entered into an arrangement agreement with C21 Investments Inc. for the acquisition of all issued and outstanding common shares of C21 Investments Inc. The acquisition will be conducted through a statutory plan of arrangement. Under the terms, C21 Investments Inc. shares will be exchanged for Vireo Growth Inc. subordinate voting shares at an exchange ratio of 0.023052. The agreement also details the treatment of C21 Investments Inc.'s outstanding options, restricted share units, deferred share units, warrants, and convertible debentures. Support agreements have been entered into with C21 Investments Inc. directors and executive officers. The completion of the arrangement is subject to customary conditions, including shareholder approval, court orders, and regulatory approvals, with an outside date of May 31, 2027. Termination fees and expense reimbursement provisions are also outlined. The filing also includes a press release announcing the transaction and forward-looking statements regarding the risks and uncertainties associated with the arrangement.