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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):
July 26, 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):
| x | 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.
On July 27, 2026, Vireo Growth Inc., a British
Columbia corporation (“Vireo”), and Planet 13 Holdings Inc., a Nevada corporation (“Planet 13”), issued a
joint press release announcing the entry into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July
26, 2026, by and among Vireo, Planet 13 and Supernova Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Vireo
(“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Planet 13 (the “Merger”),
with Planet 13 continuing as the surviving corporation of the Merger as a direct wholly owned subsidiary of Vireo.
A copy of the joint press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additional Information and Where to Find It
In accordance with the Merger Agreement, Vireo
intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration
Statement”) which will include a proxy statement/prospectus and certain other related documents, which will serve as both the proxy
statement to be distributed to Planet 13’s stockholders in connection with its solicitation for proxies for the vote by its stockholders
in connection with the Merger and other matters to be described in the Registration Statement, as well as the prospectus relating to
the offer and sale of the securities to be issued to Planet 13’s equity holders in connection with the completion of the Merger.
Planet 13 also intends to file relevant materials with the SEC and applicable Canadian securities regulators, including preliminary and
definitive proxy statements relating to the Merger. The definitive proxy statement and other relevant documents will be mailed to Planet
13’s stockholders as of the record date established for voting on the Merger. This communication is not a substitute for the Registration
Statement, the definitive proxy statement/prospectus or any other document that may be filed with the SEC or be mailed to Planet 13 stockholders
in connection with the Merger.
BEFORE MAKING ANY DECISION, PLANET 13 STOCKHOLDERS
ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, DEFINITIVE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE
INTO THE PROXY STATEMENT AS, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.
Any vote in respect of resolutions to be proposed
at Planet 13’s stockholder meeting to approve Merger or other proposals in relation to the Merger should be made only on the basis
of the information contained in Planet 13’s proxy statement/prospectus. You will be able to obtain a free copy of the Registration
Statement, proxy statement/prospectus and other related documents (when available) filed with the SEC at the website maintained by the
SEC at www.sec.gov or by accessing the Investor Relations section of Planet 13’s website at https://investors.planet13.com/. The
information found on, or otherwise accessible through, Planet 13’s website is not incorporated by reference into, nor does it form
a part of, this Current Report on Form 8-K or any other document that Planet 13 files with the SEC.
Participants in the Solicitation
Planet 13 and its directors and executive officers
and certain of its employees may be deemed to be participants in the solicitation of proxies from Planet 13’s stockholders in connection
with the Merger. Information regarding Planet 13’s directors and executive officers is set forth under the captions “Proposal
No. 1: Election of Directors,” “Corporate Governance,” “Executive Officers,” “Executive Compensation,”
“Director Compensation,” “Executive Compensation Tables,” “Director Compensation” and “Security
Ownership of Certain Beneficial Owners and Management” in the definitive proxy statement for Planet 13’s Annual General Meeting
of Stockholders, filed with the SEC on April 29, 2026 (the “Annual Meeting Proxy Statement”). To the extent the holdings
of Planet 13’s securities by its directors or executive officers have changed since the amounts set forth in the Annual Meeting
Proxy Statement, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC.
These documents may be obtained free of charge
from the SEC’s website at www.sec.gov or by accessing the Investor Relations section of Planet 13’s website at https://investors.planet13.com/.
Additional information regarding the interests of participants in the solicitation of proxies in connection with the Transaction will
be included in the proxy statement/prospectus that Vireo expects to file in connection with the proposed Merger and other relevant materials
Planet 13 may file with the SEC and applicable Canadian securities regulators.
Vireo, its directors, executive officers, other
members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of Planet 13’s
stockholders in connection with the Merger. A list of the names of such directors and executive officers and information regarding their
interests in Vireo is contained in the sections entitled “Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters” and “Directors, Executive Officers and Corporate Governance” of Vireo’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 17, 2026, and which is available free of charge at
the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be contained in the
Registration Statement when available.
No Offer or Solicitation
This Current Report on Form 8-K is not intended
to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation
of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities
shall be made in the United States absent registration under the Securities Act of 1933, as amended (the “Securities Act”),
or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. No securities commission or securities
regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Merger or the accuracy
or adequacy of this communication.
Forward-Looking Information
This Current Report on Form 8-K 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”). Forward-looking information contained in Current Report
on Form 8-K 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 proposed Merger and the expected timing and benefits thereof;
the expected closing date; the approximate value of the consideration to be paid in the Merger; the satisfaction or waiver of the closing
conditions set out in the Merger Agreement, including receipt of all regulatory approvals; the expectation that the shares of Planet
13 common stock will be delisted from the Canadian Securities Exchange and OTCQX Market and that Planet 13 will cease to be a reporting
issuer under applicable U.S. and Canadian securities laws; and Vireo’s expectations around integration of the operations of its
recent and announced acquisitions and timing thereof. 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, Planet 13 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 Planet 13 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 Planet 13 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 receipt of necessary regulatory and third-party
approvals for completion of the proposed Merger; risks and uncertainties associated with the proposed Merger, some of which are beyond
Vireo’s and Planet 13’s control; Vireo’s and Planet 13’s ability to maintain relationships with suppliers, customers,
employees and other third parties as a result of the proposed Merger; the effects of the proposed Merger on Vireo, Planet 13 and the
interests of various constituents; subject to the successful outcome of the proposed Merger, 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 Vireo and Planet 13 currently operate; 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 to raise additional financing
to continue as a going concern; Vireo’s and Planet 13’s ability to meet the demand for flower in their various markets; Vireo’s
ability to dispose of its assets held for sale at an acceptable price or at all; and risk factors set out in Vireo’s Annual Reports
on Form 10-K and Quarterly Reports on Form 10-Q and Planet 13’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 Vireo’s and Planet 13’s respective profiles on SEDAR+ at www.sedarplus.com.
The statements in this Current Report on Form
8-K are made as of the date of this release. Except as required by law, neither Vireo nor Planet 13 undertakes any obligation to update
any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 99.1* |
|
Press Release, dated July
27, 2026, issued by Planet 13 Holdings Inc. and Vireo Growth Inc. |
| 104 |
|
Cover Page Interactive Data
File (embedded within Inline XBRL document) |
*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: July 27, 2026
Exhibit 99.1
Vireo
Growth Inc. to Acquire Planet 13 Holdings Inc.
Transaction
expected to deepen Vireo's positions in Nevada and Florida, complement its growing Illinois platform, and further strengthen one of the
industry's broadest multi-state cannabis operating platforms
MINNEAPOLIS,
Minnesota and LAS VEGAS, Nevada, July 27, 2026 -- Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) (“Vireo”), a leading vertically
integrated cannabis company and agricultural markets platform, and Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13”),
a leading vertically integrated multi-state cannabis company, today announced that they have entered into a definitive merger agreement
(the “Merger Agreement”) pursuant to which Vireo will, as a result of the merger contemplated thereby, acquire all of the
issued and outstanding equity interests of Planet 13 (the "Transaction").
Subject
to the satisfaction or waiver of the conditions in the Merger Agreement, the Transaction will be completed through a merger, pursuant
to which each issued and outstanding share of common stock of Planet 13 (other than certain excluded shares as set forth in the Merger
Agreement) will be converted into the right to receive 0.015383618 of a Vireo subordinate voting share, subject to the terms and conditions
of the Merger Agreement. The price represents a 16.6% premium over Planet 13’s 20-day volume weighted average price per share as
of July 24, 2026, the last trading day before the execution of the Merger Agreement, and a 24% premium over Planet 13’s closing
price per share on such date.
The
Transaction is subject to customary closing conditions, including obtaining Planet 13 stockholder approval which includes the affirmative
vote of a simple majority of the votes cast by Planet 13 stockholders, excluding for this purpose the votes of shares of Planet 13 common
stock held or controlled by persons required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions, the effectiveness of a registration statement on Form S-4 (the “Registration Statement”)
to be filed with the U.S. Securities and Exchange Commission (the “SEC”), approval of the listing of the Vireo shares issuable
in the Transaction by the Canadian Securities Exchange and applicable cannabis regulatory approvals.
Strategic
Highlights
Upon
closing, Vireo is expected to continue to strengthen its leadership positions in Nevada and Florida while adding to its presence in Illinois:
| · | Nevada:
Adds Planet 13's flagship Las Vegas superstore, one additional dispensary, approximately
45,000 square feet of active cultivation and production capacity, and approximately 2.3 million
square feet of expandable cultivation and production facilities. On a pro forma basis, including
all previously announced Nevada transactions, Vireo is expected to operate approximately
17 dispensaries and approximately 150,000 square feet of active cultivation and production
capacity in Nevada. The transaction also includes a distribution license and a cannabis consumption
license. |
| · | Florida:
Adds approximately 33 dispensaries and two cultivation and production facilities totaling
more than 76,000 square feet. On a pro forma basis, Vireo is expected to operate approximately
106 dispensaries and approximately 329,000 square feet of cultivation and production capacity
in Florida, making Vireo the second-largest dispensary network in the state. |
| · | Illinois:
Adds to Vireo's expected pending presence in Illinois, a limited license state, through the
acquisition of a dispensary in Waukegan. |
In
total, the Transaction is expected to add 36 dispensaries, three active cultivation and production assets, expansion capabilities of
up to 2.3 million square feet of cultivation and production in Nevada, a distribution license, and a cannabis consumption lounge license,
and to significantly enhance Vireo’s operating scale in two key markets, Nevada and Florida, while strengthening its pending initial
platform in Illinois.
Following
completion of all previously announced and pending acquisitions, Vireo is expected to operate approximately 265 dispensaries across 15
states, with additional retail licenses providing future expansion opportunities, creating one of the industry's broadest and deepest
retail footprints and positioning Vireo as the largest U.S. cannabis operator by dispensary count.
Management
Commentary
"Planet
13 represents another significant milestone of our disciplined growth strategy," said John Mazarakis, Chief Executive Officer of
Vireo. "These assets will deepen our existing footprint in Nevada and Florida, while complementing our developing platform in Illinois.
Combined with our previously announced acquisitions, this transaction will further expand our scaled operating platform across attractive
limited-license markets and reinforces our belief that disciplined consolidation can create long-term organic growth and meaningful shareholder
value."
Larry
Scheffler, Co-CEO of Planet 13, commented. “Our team built exceptional operations and brands across all the markets we serve, and
we are proud of what we accomplished together. We believe Vireo is the right long-term steward for our business, with the operational
expertise, financial discipline, and strategic vision to build on that foundation and continue delivering value for our stockholders.”
“Over
the last several quarters, we strengthened our operating platform and prepared the business for this transaction. I want to thank our
team for their dedication, hard work, and commitment to operational excellence, compliance, innovation, and customer experience. We look
forward to working with Vireo to ensure a seamless transition for our employees, customers, and the communities we serve,” added
Bob Groesbeck, Co-CEO of Planet 13.
Upon
closing, Vireo expects to integrate the acquired operations into its existing platform and optimize the assets with a focus on operational
efficiency, product quality and customer experience.
Approvals
and Recommendation
The
Planet 13 Board of Directors (“Planet 13 Board”) formed a special committee of independent and disinterested directors of
Planet 13’s Board (the “Special Committee”) to evaluate and consider the Transaction. The Special Committee, advised
by its own independent financial and legal advisors and following a comprehensive review, determined that the Transaction is in the best
interest of Planet 13 and its stockholders and unanimously recommended that the Planet 13 Board approve the Transaction.
The
Boards of Directors of both companies have unanimously approved the Transaction.
ATB
Cormark Capital Markets provided the Special Committee with an opinion to the effect that, as of the date of such opinion, the consideration
to be received by the Planet 13 stockholders (other than any stockholders who are interested parties or related parties in respect of
the Transaction or any of their respective affiliates) pursuant to the Transaction is fair, from a financial point of view, to such Planet
13 stockholders, based upon and subject to the assumptions, limitations, qualifications and other matters set forth in such opinion.
The
Merger Agreement also provides for a termination fee of US$1,800,000 payable by Planet 13 to Vireo in certain specified circumstances
of termination of the Merger Agreement, such as a termination by Vireo in the event of an adverse recommendation change by the Planet
13 Board or Special Committee or a termination by Planet 13 to accept a superior proposal.
Subject
to the satisfaction of all conditions to closing, upon completion of the Transaction, it is expected that the Planet 13 shares of common
stock will be delisted from the Canadian Securities Exchange and withdrawn from the OTCQX Market and that Planet 13 will apply to cease
to be a reporting issuer under applicable United States and Canadian securities laws.
About
Planet 13
Planet
13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) is a vertically integrated cannabis company, with award-winning cultivation, production and
dispensary operations across its locations in Nevada, Illinois, and Florida. Home to the nation's largest dispensary, located just off
The Strip in Las Vegas, Planet 13 continues to expand its footprint with the recent debut of its first consumption lounge in Las Vegas,
DAZED!, the opening of its first Illinois dispensary in Waukegan, bringing unparalleled cannabis experiences to the Chicago metro area.
Planet 13 operates dispensaries across Florida, a key market in its expansive footprint. Planet 13's mission is to build a recognizable
global brand known for world-class dispensary operations and innovative cannabis products. Licensed cannabis activity is legal in the
states Planet 13 operates in but remains illegal under U.S. federal law. Planet 13's stock trades on the Canadian Securities Exchange
(CSE) under the symbol PLTH and are quoted on the OTCQX under the symbol PLNH. To learn more, visit planet13.com.
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. Vireo 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. Vireo 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”). 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 proposed Transaction and the expected
timing and benefits thereof; the expected closing date; the approximate value of the consideration to be paid in the Transaction; the
satisfaction or waiver of the closing conditions set out in the Merger Agreement, including receipt of all regulatory approvals; the
expectation that the shares of Planet 13 common stock will be delisted from the Canadian Securities Exchange and OTCQX Market and that
Planet 13 will cease to be a reporting issuer under applicable U.S. and Canadian securities laws; and Vireo’s expectations around
integration of the operations of its recent and announced acquisitions and timing thereof. 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, Planet 13 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 Planet 13 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 Planet 13 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 receipt
of necessary regulatory and third-party approvals for completion of the proposed Transaction; risks and uncertainties associated with
the proposed Transaction, some of which are beyond Vireo’s and Planet 13’s control; Vireo’s and Planet 13’s ability
to maintain relationships with suppliers, customers, employees and other third parties as a result of the proposed Transaction; the effects
of the proposed Transaction on Vireo, Planet 13 and the interests of various constituents; subject to the successful outcome of the proposed
Transaction, 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 Vireo and Planet 13 currently
operate; 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 to raise additional financing to continue as a going concern Vireo’s and Planet 13’s ability to meet
the demand for flower in their various markets; Vireo’s ability to dispose of its
assets held for sale at an acceptable price or at all; and risk factors set out in Vireo’s
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and Planet 13’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 Vireo’s and Planet 13’s respective profiles 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, neither Vireo nor Planet
13 undertakes any obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances
after the date of such statements.
Legal and financial advisors
Eversheds
Sutherland (US) LLP is serving as legal advisor to Vireo. DLA Piper (Canada) LLP is serving as Canadian legal advisor to Vireo. Cozen
O’Connor is serving as legal advisor to Planet 13. Foley Hoag LLP is serving as legal advisor to the Special Committee and ATB
Cormark Capital Markets. is serving as financial advisor to the Special Committee.
Additional Information and Where
to Find It
This press release
is being made with respect to the Transaction. In accordance with the Merger Agreement, Vireo intends to file with the SEC the Registration
Statement on Form S-4 which will include a proxy statement/prospectus and certain other related documents, which will serve as both the
proxy statement to be distributed to Planet 13’s stockholders in connection with its solicitation for proxies for the vote by its
stockholders in connection with the Transaction and other matters to be described in the Registration Statement, as well as the prospectus
relating to the offer and sale of the securities to be issued to Planet 13’s equity holders in connection with the completion of
the Transaction. Planet 13 also intends to file relevant materials with the SEC and applicable Canadian securities regulators, including
preliminary and definitive proxy statements relating to the Transaction. The definitive proxy statement and other relevant documents
will be mailed to Planet 13’s stockholders as of the record date established for voting on the Transaction. This communication
is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that may be filed
with the SEC or be mailed to Planet 13 stockholders in connection with the Transaction.
BEFORE MAKING ANY
DECISION, PLANET 13 STOCKHOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, DEFINITIVE PROXY STATEMENT/PROSPECTUS (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION
OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT AS, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE TRANSACTION.
Any vote in respect
of resolutions to be proposed at Planet 13’s stockholder meeting to approve Transaction or other proposals in relation to the Transaction
should be made only on the basis of the information contained in Planet 13’s proxy statement/prospectus. You will be able to obtain
a free copy of the Registration Statement, proxy statement/prospectus and other related documents (when available) filed with the SEC
at the website maintained by the SEC at www.sec.gov or by accessing the Investor Relations section of Planet 13’s website at https://investors.planet13.com/.
The information found on, or otherwise accessible through, Planet 13’s website is not incorporated by reference into, nor does
it form a part of, this press release or any other document that Planet 13 files with the SEC.
Participants
in the Solicitation
Planet 13 and its
directors and executive officers and certain of its employees may be deemed to be participants in the solicitation of proxies from Planet
13’s stockholders in connection with the Transaction. Information regarding Planet 13’s directors and executive officers
is set forth under the captions “Proposal No. 1: Election of Directors,” “Corporate Governance,” “Executive
Officers,” “Executive Compensation,” “Director Compensation,” “Executive Compensation Tables,”
“Director Compensation” and “Security Ownership of Certain Beneficial Owners and Management” in the definitive
proxy statement for Planet 13’s Annual General Meeting of Stockholders, filed with the SEC on April 29, 2026 (the “Annual
Meeting Proxy Statement”). To the extent the holdings of Planet 13’s securities by its directors or executive officers have
changed since the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or will be reflected on Forms 3, 4
and 5, filed with the SEC.
These documents
may be obtained free of charge from the SEC’s website at www.sec.gov or by accessing the Investor Relations section of Planet 13’s
website at https://investors.planet13.com/. Additional information regarding the interests of participants in the solicitation
of proxies in connection with the Transaction will be included in the proxy statement/prospectus that Vireo expects to file in connection
with the proposed transaction and other relevant materials Planet 13 may file with the SEC and applicable Canadian securities regulators.
Vireo, its directors,
executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies
of Planet 13’s stockholders in connection with the Transaction. A list of the names of such directors and executive officers and
information regarding their interests in Vireo is contained in the sections entitled “Security Ownership of Certain Beneficial
Owners and Management and Related Shareholder Matters” and “Directors, Executive Officers and Corporate Governance”
of Vireo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 17, 2026, and which
is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants
will be contained in the Registration Statement when available.
No Offer or
Solicitation
This press release
is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or
a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended (the “Securities
Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. No securities commission
or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Transaction
or the accuracy or adequacy of this communication.
For Vireo, contact:
Lynn Ricci
Director Investor Relations & Corporate
Communications
investor@vireogrowth.com
For Planet 13, contact:
Robert Groesbeck or Larry Scheffler
Co-Chief Executive Officers
ir@planet13lasvegas.com
LodeRock Advisors Inc., Planet 13 Investor
Relations
mark.kuindersma@loderockadvisors.com
