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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 14, 2026
VIREO GROWTH INC.
(Exact name of registrant as specified in its
charter)
British Columbia
(State or other jurisdiction of Incorporation)
| 000-56225 |
|
82-3835655 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
| |
|
|
|
207 South 9th Street
Minneapolis, Minnesota |
|
55402 |
| (Address of principal executive offices) |
|
(Zip Code) |
(612) 999-1606
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| N/A |
N/A |
N/A |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| Item 1.01 | Entry into a Material Definitive Agreement |
Arrangement Agreement
On June 14, 2026, Vireo Growth Inc. (“Vireo” or the
“Company”) entered into an arrangement agreement (the “Arrangement Agreement”) with C21 Investments Inc. (“C21”),
pursuant to which Vireo agreed to acquire all of the issued and outstanding common shares (collectively, the “C21 Shares”)
after exchange of all subordinate voting shares of C21 into C21 Shares by way of a statutory plan of arrangement under Division 5 of Part 9
of the Business Corporations Act (British Columbia) (the “Plan of Arrangement” and, together with the Arrangement Agreement
and related documents, the “Arrangement”).
Under the Arrangement, at the effective time of the Plan of Arrangement
(the “Effective Time”), each issued and outstanding subordinate voting share of C21 (other than any C21 Share held by a dissenting
shareholder) will be exchanged for 0.000001 common shares of C21. Following such exchange, each C21 common share outstanding immediately
prior to the Effective Time (including C21 common shares issued upon such exchange, but excluding any C21 Shares held by dissenting shareholders
or by Vireo or its affiliates) will be transferred to Vireo in exchange for 0.023052 subordinate voting shares of Vireo (the “Exchange
Ratio”), with the subordinate voting shares of Vireo so issued referred to herein as the “Consideration Shares,” subject
to customary anti-dilution adjustments as set forth in the Arrangement Agreement.
Treatment of Outstanding Options, Restricted Share Units, Deferred
Share Units, Warrants and Convertible Debentures of C21
The Arrangement Agreement provides for the treatment of C21’s
outstanding equity-based and convertible securities in accordance with the Plan of Arrangement and the governing plan documents and indentures,
including:
| · | each outstanding C21 restricted share unit and deferred share unit will vest
and accelerate in full and be settled in C21 common shares immediately prior to the Effective Time; |
| · | each outstanding C21 option to purchase C21 common shares will be deemed
fully vested immediately prior to the Effective Time and will be exchanged for a replacement option to acquire Vireo subordinate voting
shares, with the number of Vireo shares and exercise price adjusted based on the Exchange Ratio, in accordance with the Plan of Arrangement;
and |
| · | each outstanding C21 warrant and debenture will be assumed in accordance
with its applicable indenture and the Plan of Arrangement, and upon exercise or conversion thereof, the holder will be entitled to receive,
for the same aggregate consideration, the kind and aggregate number of Consideration Shares it would have received had it held the underlying
C21 Shares immediately prior to the Effective Time. |
Support Agreements
Concurrently with the execution of the Arrangement Agreement, Vireo
entered into voting and support agreements with each of the directors and executive officers of C21 (collectively, the “Supporting
Shareholders”). Under these agreements, each Supporting Shareholder has agreed, among other things, to vote all C21 Shares held
by them in favor of the Arrangement at the special meeting of C21 shareholders called to approve the Arrangement and not to transfer their
C21 Shares, subject to customary exceptions.
Conditions to Closing; Outside Date; Termination
Completion of the Arrangement is subject to customary conditions, including
approval of the Arrangement by C21 shareholders, receipt of the interim and final orders of the Supreme Court of British Columbia, receipt
of required regulatory approvals (including applicable cannabis regulatory approvals), the availability of applicable prospectus and registration
exemptions, the absence of any order prohibiting completion of the Arrangement, and the accuracy of each party’s representations
and warranties and compliance with covenants, subject to customary materiality qualifiers. Vireo’s obligation to complete the Arrangement
is also subject to, among other things, holders of not more than 5% of the votes attached to the outstanding C21 Shares having exercised
dissent rights, receipt of director resignations and releases, no material adverse effect in respect of C21 and C21’s aggregate
transaction expenses not exceeding $2,000,000.
The Arrangement Agreement provides for an outside date of May 31,
2027 (the “Outside Date”), after which either party may terminate the Arrangement Agreement if the Arrangement has not been
completed, subject to the terms and conditions of the Arrangement Agreement. The Arrangement Agreement may also be terminated in other
customary circumstances, including upon mutual written agreement of the parties, failure to obtain the required C21 shareholder approval,
or the issuance of a final, non-appealable order or law prohibiting completion of the Arrangement, subject in each case to certain exceptions
and, where applicable, to payment of the termination fee or expense reimbursement fee described below.
In certain circumstances, C21 will be required to pay Vireo a termination
fee of $3,000,000, including if (i) C21 terminates the Arrangement Agreement to enter into a definitive agreement in respect of a
Superior Proposal (as defined in the Arrangement Agreement); (ii) Vireo terminates the Arrangement Agreement following a change,
withdrawal or adverse modification of the C21 board’s recommendation in favor of the Arrangement or a material breach of C21’s
non-solicitation obligations; or (iii) the Arrangement Agreement is terminated in certain circumstances (including failure to obtain
C21 shareholder approval or the Outside Date having passed) after an Acquisition Proposal (as defined in the Arrangement Agreement) has
been made or publicly announced, and C21 enters into an agreement or completes an Acquisition Proposal within 12 months of such termination
(and, in the case of an agreement entered into within such 12-month period, such Acquisition Proposal is subsequently completed, whether
or not within such period) (subject to certain thresholds and exceptions). The Arrangement Agreement also provides for an expense reimbursement
fee of $1,000,000 payable by either party in specified breach-related termination circumstances.
The foregoing description of the Arrangement Agreement and the Plan
of Arrangement does not purport to be complete and is qualified in its entirety by reference to the full text of the Arrangement Agreement
and the Plan of Arrangement, which are filed as Exhibit 2.1 to this Current Report on Form 8-K and are incorporated herein by
reference.
Copies of the Arrangement Agreement and the Plan of Arrangement have
been filed to provide shareholders with information regarding their terms and conditions and are not intended to provide any factual information
about the Company, C21 or their respective businesses. The representations, warranties and covenants contained in the Arrangement Agreement
and the other agreements referenced herein have been made solely for the benefit of the parties to such agreements, and are not intended
as statements of fact to be relied upon by the Company’s shareholders, but rather, as a way of allocating the risk between the parties
thereto in the event the statements therein prove to be inaccurate. Statements made in the Arrangement Agreement have been modified or
qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Arrangement
Agreement, which disclosures are not reflected in the Arrangement Agreement or such plan of arrangement. Moreover, such statements may
no longer be true as of a given date and may apply standards of materiality in a way that is different from what may be viewed as material
by shareholders. Accordingly, shareholders should not rely on the representations, warranties and covenants or any descriptions thereof
as characterizations of the actual state of facts or condition of the Company or C21 or their respective businesses. Moreover, information
concerning the subject matter of the representations and warranties may change after the date of the Arrangement Agreement and such plan
of arrangement and such other agreements, which subsequent information may or may not be fully reflected in the Company’s public
disclosures. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for
considering whether additional specific disclosures of material information regarding material contractual provisions are required to
make the statements in this Current Report on Form 8-K not misleading.
| Item 7.01 | Regulation FD Disclosure |
On June 15, 2026, the Company issued a press release announcing
the matters disclosed in this Current Report on Form 8-K, which is attached as Exhibit 99.1 hereto and is incorporated herein
solely for purposes of this Item 7.01 disclosure.
Pursuant to the rules and regulations of the Securities and Exchange
Commission (the “SEC”), the information in this Item 7.01 disclosure, including Exhibit 99.1, and information set forth
therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Exchange Act.
Forward-Looking Statements and Information
Certain statements contained or incorporated by reference in this
Current Report on Form 8-K constitute “forward-looking statements” within the meaning of applicable securities laws.
Statements that are not historical fact are forward-looking statements. Certain of these forward-looking statements can be identified
by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,”
“projects,” “estimates,” “assumes,” “may,” “should,” “could,”
“would,” “shall,” “will,” “seeks,” “targets,” “future,” or other
similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, and our
actual results, performance or achievements could differ materially from future results, performance or achievements expressed in these
forward-looking statements, including statements regarding the completion of the Arrangement pursuant to the Arrangement Agreement, including
approval of the Arrangement by the shareholders of C21 and by the Supreme Court of British Columbia, the receipt of required regulatory
approvals (including approvals from state and municipal cannabis regulatory authorities and other governmental entities), the anticipated
timing and benefits of the Arrangement, the Company’s intention to rely on the exemption from registration provided by Section 3(a)(10) of
the U.S. Securities Act of 1933, as amended, for the issuance of the consideration shares and replacement options, and the anticipated
listing of such securities on the Canadian Securities Exchange, as well as other statements that are not historical facts.
There are several risks, uncertainties and other important factors,
many of which are beyond the Company’s control, that could cause its actual results to differ materially from the forward-looking
statements, including risks related to the adverse impact of the Arrangement on the Company’s and C21’s businesses, financial
condition and results of operations; the Company’s ability to successfully consummate the Arrangement; the Company’s ability,
together with C21, to obtain the required approvals of the shareholders of C21, the Supreme Court of British Columbia and applicable regulatory
authorities (including state and municipal cannabis regulatory authorities and other governmental entities) on a timely basis or at all;
the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the
completion of the Arrangement; the effects of the completion of the Arrangement on the Company and C21 and the interests of various constituents;
risks and uncertainties associated with completion of the Arrangement, some of which are beyond the Company’s control, including
the possibility that the Arrangement Agreement may be terminated in accordance with its terms in connection with the emergence of a superior
proposal, a failure to obtain required approvals or a failure to satisfy other closing conditions (including the dissent rights and transaction
expense conditions); risks relating to the regulation of cannabis and cannabis-related activities, including the fact that adult use cannabis
remains illegal under U.S. federal law, changes in or differing interpretations of laws and regulations, and the ability of the Company
and C21 to obtain and maintain required licenses, permits and approvals; subject to the successful outcome of the Arrangement, the nature,
cost, impact and outcome of pending and future litigation, other legal or regulatory proceedings, or governmental investigations and actions;
as well as the other risks set out in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which
is filed with the SEC and available on EDGAR and filed with the Canadian securities regulators and available under the Company’s
profile on SEDAR+ at www.sedarplus.com.
The completion of the Arrangement remains subject to material conditions,
including satisfaction of all conditions to the Arrangement Agreement, such as approval of the Arrangement by the shareholders of C21,
approval by the Supreme Court of British Columbia, the receipt of required regulatory approvals and the satisfaction or waiver of other
closing conditions, and there can be no assurance that the Company will be successful in completing the Arrangement or any other similar
transaction on the terms described herein, on different terms, or at all. This Current Report on Form 8-K does not constitute an
offer to sell or buy, or the solicitation of an offer to sell or buy, the securities referred to herein.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 2.1+** |
|
Arrangement Agreement, dated June 14, 2026, by and between Vireo Growth Inc. and C21 Investments Inc. (including the Plan of Arrangement attached as Schedule A thereto) |
| 99.1* |
|
Press Release, dated as of June 15, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within Inline XBRL document) |
*Furnished herewith
+Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules
have been omitted and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.
**Certain confidential information has been excluded from this exhibit
because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
VIREO GROWTH INC.
(Registrant) |
| |
|
| |
By: |
/s/ Tyson Macdonald |
| |
|
Tyson Macdonald |
| |
|
Chief Financial Officer |
Date: June 18, 2026
Exhibit 99.1
Vireo
Growth Inc. and C21 Investments Inc. Announce Definitive Arrangement Agreement
MINNEAPOLIS
and VANCOUVER, British Columbia, June 15, 2026 (GLOBE NEWSWIRE) -- Vireo Growth Inc. (CSE: VREO; OTCQX: VREOD) (“Vireo”),
a multi-state cannabis operator, and C21 Investments Inc. (CSE: CXXI; OTCQX: CXXIF) (“C21”), a vertically-integrated
cannabis company, today announced that they have entered into a definitive arrangement agreement (the “Arrangement Agreement”)
pursuant to which Vireo will acquire all of the issued and outstanding common shares of C21 (after conversion of all subordinate voting
shares of C21) (the “C21 Shares”) in exchange for Vireo Shares (as defined below) (the “Transaction”).
Pursuant to the terms of the Arrangement Agreement, each shareholder of C21 (a “C21 Shareholder”) will receive 0.023052
of a subordinate voting share of Vireo (each whole share, a “Vireo Share”) in exchange for each C21 Share held (the
“Exchange Ratio”). With the acquisition of C21, it is expected that Vireo will broaden its presence in Nevada to approximately
15 total dispensaries and 158,000 square feet of cultivation and manufacturing capacity.
Following
the completion of the Transaction, C21 will join the Vireo ecosystem and gain exposure to a larger and well-capitalized multi-state operator
currently operating in 10 states across the U.S.
Strategic
Review Process
The
Board of Directors of C21 (the “C21 Board”) formed a special committee (the “Special Committee”)
to evaluate and consider the Transaction. Following a comprehensive review conducted with the assistance of independent financial advisors
and legal advisors, the Special Committee unanimously recommended that the C21 Board approve the Transaction.
Management
Commentary
Vireo’s
Chief Executive Officer, John Mazarakis, commented, “This acquisition further expands our presence in Nevada, an important market
for us, and strengthens our ability to serve customers across the state. C21 adds a leading northern Nevada operation to our existing
platform, including three of the highest volume dispensaries in the state with its award-winning Silver State Relief brand. This Transaction
further extends our leading market share in Nevada and is expected to generate meaningful synergies for the business. C21 has built a
highly respected business with its loyal customer base, quality brands and operational efficiency, making them a natural fit for Vireo.
We are excited to welcome the C21 team and look forward to building on their success as we continue to execute our growth strategy and
deliver for our shareholders.”
C21’s
Chairman, Bruce Macdonald added, “After a thorough evaluation of strategic options, the C21 Board determined that this Transaction
represents a highly attractive opportunity for our shareholders and positions the business for continued success as part of Vireo’s
leading cannabis platform in Nevada. Vireo shares our strategic vision and core values, and has a proven track record of M&A success.
Vireo brings the necessary scale, access to capital and broad market reach that we believe will be critical as the US cannabis industry
continues to evolve and grow. We are excited about the opportunities this combination creates and have tremendous confidence in John's
leadership, Vireo’s strategic direction, and the long-term growth potential of the organization.”
Approvals
and Recommendation
The
Transaction was unanimously approved by the C21 Board (with interested directors abstaining from voting), following the recommendation
of the Special Committee. The Special Committee and the C21 Board have determined, after receiving financial and legal advice along with
the Independent Fairness Opinion (as defined below), that the Transaction is in the best interests of C21 and is fair to the C21 Shareholders
and the C21 Board recommends that the C21 Shareholders vote in favor of the Transaction. The board of directors of Vireo has also unanimously
approved the Transaction.
Needham
& Company, LLC provided the C21 Board with an opinion to the effect that, as of the date of such opinion, the consideration payable
to the C21 Shareholders pursuant to the Transaction is fair, from a financial point of view, to the C21 Shareholders, based upon and
subject to the assumptions, limitations, qualifications and other matters set forth in such opinion (the “Independent Fairness
Opinion”).
C21
Shareholder Approvals
The
Transaction will be effected by way of a court-approved plan of arrangement pursuant to the Business Corporations Act (British
Columbia) (the “Arrangement”) requiring the approval of (i) at least two-thirds of the votes cast by the C21 Shareholders;
and (ii) if applicable, a simple majority of the votes cast by C21 Shareholders excluding for this purpose the votes attached to C21
Shares owned and/or controlled by any C21 Shareholders required to be excluded under Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions, voting at an annual general and special meeting of C21 Shareholders (the “C21
Meeting”) to consider the Transaction, which is expected to be held in the third quarter of 2026.
In
connection with the Transaction, Vireo has entered into voting support agreements with certain directors and executive officers of C21,
pursuant to which they have agreed to, among other things, vote their C21 Shares in favor of the Transaction (the “Voting Support
Agreements”).
In
addition to the C21 Shareholder approvals, closing of the Transaction is subject to court approvals, as well as the receipt of all required
regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature.
The
Arrangement Agreement includes customary deal protection provisions, including non-solicitation covenants of C21, “fiduciary out”
and “right to match” provisions in favor of C21. The Arrangement Agreement also provides for a termination fee of US$3,000,000
payable by C21 to Vireo, if C21 accepts a superior proposal and in certain other specified circumstances, as well as reciprocal expense
reimbursement provisions if the Transaction is terminated by either party in certain other specified circumstances.
Subject
to the satisfaction of all conditions to closing, upon completion of the Transaction, it is expected that the C21 Shares will be delisted
from the Canadian Securities Exchange and the OTCQX Market and that C21 will apply to cease to be a reporting issuer under applicable
Canadian and U.S. securities laws.
The
foregoing summary is qualified in its entirety by the provisions of the Arrangement Agreement. Copies of the Arrangement Agreement and
the Voting Support Agreements and certain related documents will be filed with the applicable Canadian securities regulators and will
be available on C21’s and Vireo’s profile, as applicable, on SEDAR+ at www.sedarplus.com and
on EDGAR at www.sec.gov.
A
description of the Transaction will be set forth in the management information circular of C21, which will be mailed or made available
to the C21 Shareholders and filed on C21’s profile on SEDAR+ in advance of the C21 Meeting.
Financial
and Legal Advisors
Needham
& Company, LLC is acting as financial advisor to the C21 Board and provided the Independent Fairness Opinion to the C21 Board. Koffman
Kalef LLP is acting as Canadian legal counsel and Dorsey & Whitney LLP is acting as United States legal counsel to C21. DLA Piper
(Canada) LLP is acting as Canadian legal counsel and Eversheds Sutherland (US) LLP is acting as United States legal counsel to Vireo.
The
securities to be issued pursuant to the Transaction have not been and will not be registered under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and will be issued and exchanged
in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and
applicable exemptions or qualifications under applicable U.S. state securities laws. This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities.
About
C21 Investments Inc.
C21
Investments Inc. is a vertically integrated cannabis company that cultivates, processes, and distributes quality cannabis and hemp-derived
consumer products in the State of Nevada. C21 is focused on value creation through the disciplined acquisition and integration of core
retail, manufacturing, and distribution assets in strategic markets, leveraging industry-leading retail revenues with high-growth potential
multi-market branded consumer packaged goods. C21 owns Silver State Relief LLC and Silver State Cultivation LLC in Nevada, including
legacy Oregon brands Phantom Farms, Hood Oil and Eco Firma Farms. These brands produce and distribute a broad range of THC and CBD products
from cannabis flowers, pre-rolls, cannabis oil, vaporizer cartridges and edibles. Based in Vancouver, Canada, additional information
on C21 can be found at www.sedar.com and www.cxxi.ca.
About
Vireo Growth Inc.
Vireo
Growth Inc. (CSE: VREO; OTCQX: VREOD) is a leading vertically integrated cannabis company building a broad platform across cannabis and
adjacent agricultural markets. The Company operates cultivation, manufacturing, retail dispensaries, home delivery, distribution, and
agricultural supply businesses across the United States, creating exposure to both cannabis and complementary adjacent markets. With
operations in 10 states and approximately 170 dispensaries nationwide, Vireo combines disciplined capital allocation, strategic acquisitions,
and local market execution to scale its platform and drive long-term shareholder value. The Company is focused on expanding market share
and strengthening its portfolio of consumer brands and services, while supporting the customers, employees, shareholders, and communities
it serves. For more information about Vireo, visit www.vireogrowth.com.
Forward-Looking
Statement Disclosure
This
press release contains “forward-looking statements” or “forward-looking information” within the meaning of applicable
United States and Canadian securities legislation (“forward-looking information”). To the extent any forward-looking
information in this press release constitutes “financial outlooks” within the meaning of applicable United States or Canadian
securities laws, this information is being provided as preliminary financial results; the reader is cautioned that this information may
not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information
contained in this press release may be identified by the use of words such as “should,” “believe,” “estimate,”
“would,” “looking forward,” “may,” “continue,” “expect,” “expected,”
“will,” “likely,” “subject to,” and variations of such words and phrases, or any statements or clauses
containing verbs in any future tense and includes, but is not limited to, statements with respect to the timing and outcome of the Transaction
and the anticipated benefits thereof, the anticipated timing of C21 Shareholder approval, the anticipated expansion of Vireo’s
operating footprint in Nevada, the satisfaction or waiver of the closing conditions set out in the Arrangement Agreement, including receipt
of all required regulatory and court approvals, and the expectation that the C21 Shares will be delisted from the Canadian Securities
Exchange and the OTCQX Market and that C21 will apply to cease to be a reporting issuer under applicable Canadian and U.S. securities
laws. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known
and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Vireo, C21, or
their respective subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by
the forward-looking statements or information contained in this press release. Forward-looking information is based upon a number of
estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception
of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions
in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses,
approvals and permits.
Although
Vireo and C21 believe that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader
should not place undue reliance on the forward-looking information because neither Vireo nor C21 can give any assurance that they will
prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking
information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those
projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks related to the timing
and content of adult-use legislation in markets where Vireo or C21 currently operates; current and future market conditions, including
the market price of the subordinate voting shares of Vireo; risks related to epidemics and pandemics; federal, state, local, and foreign
government laws, rules, and regulations, including federal and state laws and regulations in the United States relating to cannabis operations
in the United States and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy;
management of growth; difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business;
risks inherent in a manufacturing business; liquidity and the ability of Vireo or C21 to raise additional financing to continue as a
going concern; Vireo’s and C21’s ability to meet the demand for flower in their various markets; and risk factors set out
in C21’s Annual Report on Form 20-F for the fiscal year ended March 31, 2026 and Vireo’s Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q, which are available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian
securities regulators and available under each company’s profile on SEDAR+ at www.sedarplus.ca.
The
statements in this press release are made as of the date of this release. Except as required by law, neither Vireo nor C21 undertake
any obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date
of such statements.
Contact
Information
Vireo
Growth Inc.
Lynn Ricci
Director, Investor Relations & Corporate Communications
investor@vireogrowth.com
(612) 314-8995
C21
Investments Inc.
Investor Relations
info@cxxi.ca
+1 833 289-2994
Michael
Kidd
Chief Financial Officer and a Director
Michael.Kidd@cxxi.ca
