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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):
August 7, 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.
On August 7, 2026 (the “Closing Date”), Prolific
Supply LLC, a Delaware limited liability company (“Prolific Supply”) and an indirect subsidiary of Vireo Growth Inc.,
a British Columbia corporation (the “Company” or “Vireo”), together with certain of its domestic
subsidiaries and BWAB Canada ULC, a British Columbia unlimited liability company (collectively, the “Borrowers”), entered
into a Credit Agreement (the “Credit Agreement”) with the financial institutions party thereto from time to time as
lenders (the “Lenders”), and Bank of Montreal, as Administrative Agent, Letter of Credit Issuer and Swing Line Lender
(the “Administrative Agent”), with BMO Capital Markets as arranger and bookrunner.
The Credit Agreement provides for a senior secured asset-based revolving
credit facility (the “Facility”) with aggregate commitments of up to $85 million, with the ability to increase commitments
by up to an additional $20 million, for a potential total of up to $105 million, subject to the terms and conditions set forth in the
Credit Agreement, including the receipt of additional commitments from new or existing Lenders and satisfaction of other customary conditions.
The Facility matures on August 7, 2031, which is the fifth anniversary of the Closing Date.
Interest and Fees
Borrowings under the Facility bear interest, at the Borrowers' election,
at either Term Secured Overnight Financing Rate (SOFR) plus an applicable margin of 1.75% to 2.00%, or the base rate plus an applicable
margin of 0.75% to 1.00%, with the applicable margin determined by average availability under the Facility. The Facility also carries
a 0.25% annual unused fee on the Unused Facility Amount (as defined in the Credit Agreement).
Use of Proceeds
Proceeds of borrowings under the Facility may be used to (a) refinance
certain existing indebtedness of the Borrowers under a prior loan agreement with Chicago Atlantic Financial Services, LLC and certain
existing shareholder notes, (b) pay fees and expenses in connection with the Facility, (c) fund working capital, capital expenditures
and other general corporate purposes of the Borrowers, and (d) finance acquisitions permitted under the Facility, including fees
and expenses relating thereto. John Mazarakis, the Company's Chief Executive Officer, is a partner of Chicago Atlantic Group, LP, an affiliate
of Chicago Atlantic Financial Services, LLC.
Security and Guarantees
The obligations of the Borrowers under the Credit Agreement are secured
by a perfected first-priority security interest (subject to permitted liens) in substantially all assets of the Borrowers and other loan
parties. In addition, Prolific Supply Holdco LLC, a direct subsidiary of the Company, provides a limited guaranty and pledge of its equity
interests in Prolific Supply pursuant to a Parent Pledge Agreement. Each subsidiary guarantor provides a continuing guaranty of the obligations
under the Credit Agreement, subject to customary fraudulent-transfer savings provisions.
Covenants and Events of Default
The Credit Agreement contains customary affirmative covenants, including
without limitation, requirements relating to financial reporting, delivery of borrowing base certificates, maintenance of properties and
insurance, compliance with laws, and preservation of existence and also includes a springing fixed charge coverage ratio covenant. The
Credit Agreement also contains customary negative covenants that, subject to specified exceptions, limit the ability of the Loan Parties
(as defined in the Credit Agreement) and their restricted subsidiaries to, among other things, incur additional indebtedness, grant liens,
make certain investments, undergo fundamental changes, dispose of assets, make certain restricted payments, enter into transactions with
affiliates, enter into burdensome agreements, make prepayments of certain indebtedness, create new subsidiaries, and enter into sale-leaseback
transactions.
The Credit Agreement contains customary events of default, including
nonpayment of principal or interest, breach of covenants, material inaccuracy of representations and warranties, cross-default to other
material indebtedness, bankruptcy and insolvency events, material judgments, change of control, ERISA events, and invalidity of security
interests or guarantees. Upon the occurrence and during the continuance of an event of default, the Administrative Agent may, among other
remedies, terminate or condition the commitments, declare all outstanding loans immediately due and payable, require cash collateralization
of outstanding letter of credit obligations, and exercise remedies under the security documents and applicable law.
The foregoing description of the Credit Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On August 7, 2026, the Company completed the previously announced
acquisition (the “PharmaCann Transaction”) of certain Colorado retail cannabis assets (the “Acquired Assets”)
from PharmaCann Inc. (“PharmaCann”) and certain of its subsidiaries pursuant to that certain Asset Purchase Agreement,
dated as of December 16, 2025 (as amended by that certain First Amendment to Asset Purchase Agreement, dated as of February 27,
2026, and Second Amendment to Asset Purchase Agreement, dated as of May 8, 2026, the “Asset Purchase Agreement”),
by and among the Company and certain of its subsidiaries, PharmaCann and certain of its subsidiaries and Argent Institutional Trust Company,
as collateral agent under the Indenture (as defined in the Asset Purchase Agreement) (the “Agent”).
The PharmaCann Transaction was previously disclosed in the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 22,
2025, and the Company’s subsequent Current Report on Form 8-K filed with the SEC on March 30, 2026 (which disclosed the
effectiveness of the MSA (as defined below) and the delivery into escrow of subordinate voting shares of the Company to be delivered as
Consideration Shares (as defined below).
Total consideration for the Acquired Assets was approximately $48.7
million, consisting of the issuance of 3,004,751 subordinate voting shares of the Company, no par value (the “Consideration Shares”),
and the assumption of certain liabilities of PharmaCann related to the Acquired Assets and the business. 2,943,023 Consideration Shares
were released from escrow and distributed to the Agent at the closing and 61,728 Consideration Shares were held back in connection with
the Share Holdback (as defined in the Asset Purchase Agreement) (the “Holdback Shares”). Subject to the terms of the
Asset Purchase Agreement, the Holdback Shares are credited to the seller parties and will be automatically released on the date that is
nine months from the closing. The Consideration Shares reflect customary closing adjustments, including adjustments for inventory levels,
trade payables and other items as provided for in the Asset Purchase Agreement. The Acquired Assets include 17 retail dispensary locations
in Colorado. Upon completion of the PharmaCann Transaction, Vireo’s Colorado retail footprint expanded to 56 operational dispensary
locations.
Since March 2026, Vireo had managed the Acquired Assets pursuant
to a Management Services Agreement (the “MSA”) entered into in connection with the Asset Purchase Agreement. The MSA
permitted the Company to integrate operations and implement its operating platform prior to closing of the PharmaCann Transaction. Completion
of the PharmaCann Transaction marks the conclusion of the MSA, and the acquired operations are now fully integrated into Vireo’s
existing Colorado platform.
The foregoing description of the PharmaCann Transaction and the Asset
Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase
Agreement, a copy of which is included as Exhibits 10.2, 10.3 and 10.4 hereto and is incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated herein
by reference.
As described in Item 1.01, on August 7, 2026, the Borrowers entered
into the Credit Agreement, which creates direct financial obligations of the Borrowers consisting of (a) revolving loan borrowings
of up to $85 million in aggregate principal amount (subject to borrowing base limitations and potential increase to $105 million), (b) letter
of credit obligations and related reimbursement obligations, and (c) swing line loan obligations. The obligations are guaranteed
by the subsidiary guarantors and by Prolific Supply Holdco LLC under the limited guaranty and pledge described in Item 1.01. The Borrowers’
and guarantors’ obligations are secured by a first-priority security interest (subject to permitted liens) in substantially all
personal property of the loan parties.
Proceeds of the Facility are expected to be used to refinance certain
existing indebtedness under a prior loan agreement with Chicago Atlantic Financial Services, LLC and certain existing shareholder notes,
to pay fees and expenses in connection with the Facility, and for working capital, capital expenditures, general corporate purposes and
permitted acquisitions. John Mazarakis, the Company's Chief Executive Officer, is a partner of Chicago Atlantic Group, LP, an affiliate
of Chicago Atlantic Financial Services, LLC.
Upon the occurrence and during the continuance of an event of default,
the Lenders may terminate or condition the commitments under the Credit Agreement, accelerate all outstanding indebtedness thereunder,
require cash collateralization of outstanding letter of credit obligations, and exercise remedies against the collateral, as more fully
described in Item 1.01 above and in the Credit Agreement filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities |
The information set forth in Item 2.01 of this Current Report on Form 8-K
regarding the issuance of the Consideration Shares in connection with the PharmaCann Transaction is incorporated by reference into this
Item 3.02.
The Consideration Shares were issued in transactions exempt from the
registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D promulgated
thereunder, as transactions not involving a public offering.
| Item 7.01 | Regulation FD Disclosure |
On
August 7, 2026, the Company issued two press releases announcing the matters disclosed in this Current Report on Form 8-K, which
are attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein solely for purposes of this Item 7.01 disclosure.
Pursuant
to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibits 99.1 and 99.2, and the
information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities
Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 10.1+* |
|
Credit Agreement, dated as of August 7, 2026, among Prolific Supply LLC, the other borrowers party thereto, the lenders party thereto from time to time, and Bank of Montreal, as Administrative Agent, Letter of Credit Issuer and Swing Line Lender |
| 10.2+* |
|
Asset Purchase Agreement, dated December 16, 2025, by and among, Vireo Health, Inc., Vireo Growth Inc., the entities set forth on the “Company” signature page attached thereto, PharmaCann Inc., and Argent Institutional Trust Company, as collateral agent under the Indenture (incorporated by reference to Exhibit 10.73 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025) |
| 10.3+* |
|
First Amendment to Asset Purchase Agreement dated February 27, 2026, by and among Vireo Health, Inc., Vireo Growth Inc., the entities set forth on the “Company” signature page attached thereto, PharmaCann Inc. and Argent Institutional Trust Company, as collateral agent (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026) |
| 10.4+ |
|
Second Amendment to Asset Purchase Agreement dated May 8, 2026 by and among Vireo Health, Inc., Vireo Growth Inc., the entities set forth on the “Company” signature page attached thereto, PharmaCann Inc., and Argent Institutional Trust Company, as collateral agent under the Indenture |
| 99.1** |
|
Press Release, dated as of August 7, 2026 regarding the Credit Agreement |
| 99.2** |
|
Press Release, dated as of August 7, 2026 regarding the PharmaCann Transaction |
| 104 |
|
Cover Page Interactive Data File (embedded within Inline XBRL document) |
+ Pursuant to Item 601(a)(5) of Regulation S-K, schedules have
been omitted and will be furnished on a supplemental basis to the SEC upon request.
* Certain confidential information has been excluded from this exhibit
because it is both (i) not material and (ii) is the type of information that the Company treats as private or confidential.
**Furnished herewith.
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: August 13, 2026
Exhibit 99.1
Vireo Growth Announces
Asset Based Credit Facility
Facility enhances
financial flexibility and supports continued execution of the Company's disciplined growth strategy
MINNEAPOLIS,
Minnesota, August 7, 2026 -- Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) (“Vireo” or the “Company”), a leading
vertically integrated cannabis company and agricultural markets platform, today announced that certain of its indirect non-cannabis subsidiaries
have entered into a senior secured asset-based revolving credit facility providing a $65 million initial commitment, expandable to $85
million and further to $105 million through a $20 million accordion feature, subject to customary conditions.
Borrowings
under the revolving credit facility bear interest, at the Borrowers' election, at either Term Secured Overnight Financing Rate (SOFR)
plus an applicable margin of 1.75% to 2.00%, or the base rate plus an applicable margin of 0.75% to 1.00%, with the applicable margin
determined by average availability. The facility also carries a 0.25% annual unused commitment fee on undrawn commitments.
The five-year revolving
credit facility was established pursuant to a credit agreement led by Bank of Montreal, as Administrative Agent, with BMO Capital Markets
acting as arranger and bookrunner.
Proceeds from the facility
may be used to refinance certain existing indebtedness of the subsidiaries, fund working capital, capital expenditures and other general
corporate purposes, and finance permitted acquisitions.
"This facility marks
an important milestone in the continued evolution of Vireo's capital structure and further enhances our financial flexibility," said
Tyson Macdonald, Chief Financial Officer of Vireo. "We believe this financing provides an efficient and scalable source of capital
to support our disciplined acquisition strategy, invest in organic growth initiatives, and continue integrating and optimizing recently
acquired businesses. We are pleased to partner with Bank of Montreal and the lending group as we continue executing on our long-term strategy."
The revolving credit
facility has a five-year term and is secured by substantially all of the assets of the Company’s non-cannabis subsidiaries that
are parties to the credit facility. Additional information regarding the facility, including its material terms and conditions, will be
included in the Company's regulatory filings.
About
Vireo Growth Inc.
Vireo Growth Inc. (CSE:
VREO; OTCQX: VREOF) 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 more
than 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 Information
This press release contains “forward-looking
information” or “forward-looking statements” within the meaning of applicable United States and Canadian securities
legislation (referred to herein as “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 statements regarding expectations around the integration of recent acquisitions and
investment in organic growth opportunities and its expected benefits; and expectations around the new credit facility, its expected benefits
and its possible uses. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause
the actual results, performance, or achievements of the Company or its 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 the Company believes 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 the Company can give no 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: integration of recent acquisitions, some of which are beyond the Company’s control;
investment in organic growth opportunities, the Company’s ability to maintain relationships with suppliers, customers, employees
and other third parties; and the interests of various constituents; the nature, cost, impact and outcome of pending and future litigation,
other legal or regulatory proceedings, or governmental investigations and actions; risks related to the timing and content of adult-use
legislation in markets where the Company currently operates; current and future market conditions, including the market price of the
subordinate voting shares of the Company; 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 the Company to raise additional financing to continue as a going concern;
the Company’s ability to meet the demand for flower in its various markets; our ability to dispose of our assets held for sale
at an acceptable price or at all; and risk factors set out in the Company’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 at www.sec.gov and
filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.com.
The statements in this press release are made as of the date of this
release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information
to reflect events or circumstances after the date of such statements.
Contact Information:
Lynn Ricci
Director Investor Relations & Corporate Communications
investor@vireogrowth.com
781-956-7052
Exhibit 99.2
Vireo Growth Receives
Regulatory Approval and Completes Acquisition of PharmaCann Colorado Retail Assets
MINNEAPOLIS,
Minnesota, August 7, 2026 -- Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) (“Vireo” or the “Company”), a
leading cannabis company and agricultural markets platform, today announced that it has received all required regulatory approvals and
completed the previously announced acquisition of certain Colorado retail assets of PharmaCann
Inc. (“PharmaCann”).
Total
consideration for the acquired assets was approximately $49.0 million, consisting of the issuance of Vireo subordinate voting shares and
the assumption of certain liabilities. The final share consideration reflects customary closing adjustments, including inventory levels,
trade payables and other items as provided for in the Asset Purchase Agreement.
Since March 2026,
Vireo has managed the acquired PharmaCann business pursuant to a Management Services Agreement ("MSA"), which allowed the Company
to begin integrating operations and implementing its operating platform prior to closing. The acquired business includes 17 dispensaries,
expanding Vireo's Colorado retail footprint to 56 operational locations.
"Receiving
final regulatory approval and completing this transaction marks another important milestone in executing our disciplined acquisition
strategy. Equally important, it validates the operating model we have built for integrating acquired businesses,” said Vireo
Chief Executive Officer, John Mazarakis. “Over the past several months, our team has already made
meaningful progress improving operations across the PharmaCann Colorado assets while continuing to invest in future growth. We've strengthened
the PharmaCann leadership team, enhanced our product assortment, implemented our technology and operating systems, and made targeted
capital investments throughout the business while continuing to expand the platform with an additional dispensary opening.”
Mazarakis
continued, “While we're pleased with the progress to date, we believe there remains meaningful opportunity to further improve performance
as these assets become fully integrated into the Vireo platform."
The completion
of the transaction also marks the conclusion of the MSA entered into by the parties earlier this year. Going forward, the acquired operations
will be fully integrated into Vireo's existing Colorado platform, enabling the Company to continue executing initiatives focused on operational
excellence, margin expansion and long-term organic growth.
About
Vireo Growth Inc.
Vireo Growth Inc. (CSE:
VREO; OTCQX: VREOF) 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 more
than 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 Information
This press release contains “forward-looking
information” or “forward-looking statements” within the meaning of applicable United States and Canadian securities
legislation (referred to herein as “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 statements regarding expectations around the PharmaCann transaction and its expected
benefits; the approximate value of the consideration to be paid in the transaction; the Company’s expectations around integration
of the operations of its recent acquisitions and timing thereof; and the Company’s overall business strategy and plans to execute
initiatives focused on operational excellence, margin expansion and long-term organic growth. 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 the Company or its 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 the Company believes 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 the Company can give no 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 and uncertainties associated with the integration of the PharmaCann transaction,
some of which are beyond the Company’s control; the Company’s ability to maintain relationships with suppliers, customers,
employees and other third parties as a result of the PharmaCann transaction; the effects of the proposed PharmaCann transaction on the
Company and the interests of various constituents; the nature, cost, impact and outcome of pending and future litigation, other legal
or regulatory proceedings, or governmental investigations and actions; risks related to the timing and content of adult-use legislation
in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate
voting shares of the Company; 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 the Company to raise additional financing to continue as a going concern; the
Company’s ability to meet the demand for flower in its various markets; the Company’s ability to dispose of its assets held
for sale at an acceptable price or at all; and risk factors set out in the Company’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 at www.sec.gov and
filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.com.
The statements in this press release are made as of the date of this
release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information
to reflect events or circumstances after the date of such statements.
Contact Information:
Lynn Ricci
Director Investor Relations & Corporate Communications
investor@vireogrowth.com
(781) 956-7052
