VREOF News & Events

Reports Q3 revenue $91.7M vs. $25.2M last year. Chief Executive Officer John Mazarakis commented, "Our third quarter results reflect continued progress against our objective to create a portfolio of prolific brands in cannabis. Performance was in line with our expectations and is beginning to demonstrate the impact of our efforts to transform the Company through accretive M&A. As we exit 2025 and begin the new year, we will continue optimizing all areas of our business while remaining opportunistic with respect to further acquisitive growth opportunities."

Vireo Growth (VREOF) and Verano Holdings (VRNOF) announced that they have reached a comprehensive settlement dismissing all outstanding litigation matters between the two Companies that are pending before the Supreme Court of British Columbia, Canada. The terms of the Settlement Agreement were approved by the respective Boards of Directors of both Companies. The value of the settlement to Vireo is approximately $10M consisting of the acquisition of certain real estate assets and $1M in cash. The resolution marks the conclusion of a complex legal chapter and reflects a commitment by both Companies to move forward in a constructive manner. Both Companies reiterated their dedication to delivering long-term value to their shareholders and quality products and services to their customers. In a joint statement, the Companies said, "This settlement allows both Vireo and Verano to focus fully on their respective strategic priorities without the distraction of ongoing litigation between the parties."

Vireo Growth (VREOF) closed on a transaction to acquire outstanding senior secured convertible notes of public U.S. multi-state cannabis operator, Medicine Man Technologies (SHWZ). The Company simultaneously announced that it has entered into a Restructuring Support Agreement with Schwazze. The RSA sets forth a plan to restructure the operations and capital structure of Schwazze and its subsidiaries through a series of transactions, including, but not limited to, the sale of certain assets representing a majority of the total assets of Schwazze to a newly-formed entity to be majority-owned by Vireo, and the liquidation and winding down of Schwazze's remaining operations. The value of the Notes acquired was approximately $91,000,000, consisting of principal and interest, as of October 10, 2025. The Notes were acquired for total consideration of approximately $62 million, representing a substantial discount to par value. Vireo issued approximately 114,807,815 subordinate voting shares in consideration for the transaction to the previous holders of the Notes. The Notes mature in December of 2026, carry an interest rate of 13.0 percent, and are currently in default. Vireo will assume all rights and remedies of senior secured debt holders in relation to the Notes. Pursuant to the RSA, the collateral agent under the indenture governing the Notes, acting at the direction of Vireo, will submit a credit bid at an auction contemplated to be held in connection with the Asset Sale. If the credit bid is successful, Vireo and Schwazze will enter into an asset purchase agreement with NewCo pursuant to which the assets subject to the Asset Sale would be transferred to NewCo in consideration for an assumption by NewCo of certain specified liabilities of Schwazze and a discharge of the Notes. Certain parties have also agreed to provide NewCo with up to approximately $62 million in financing, the proceeds of which will be used to refinance certain outstanding Schwazze indebtedness, pay transaction expenses and provide NewCo with working capital. Any remaining assets of Schwazze not purchased in the Asset Sale would be subject to a wind down. Net proceeds from the wind down, to the extent there are any, will be distributed to holders of claims and equity interests in Schwazze in accordance with their relative priority under applicable law. Completion of the transactions contemplated by the RSA are subject to certain conditions, including regulatory approval where applicable.

Medicine Man Technologies, Inc., operating as Schwazze (SHWZ) entered into a Restructuring Support Agreement with an affiliate of Vireo Growth (VREOF), which holds a majority of the Company's outstanding 13% senior secured notes due December 7, 2026, the holders of certain outstanding deferred cash seller notes and certain other parties. The RSA sets forth a plan to restructure the operations and capital structure of the Company and its subsidiaries through a series of transactions, including, but not limited to, the sale of certain assets representing a majority of the total assets of the Company and its subsidiaries to a newly-formed entity to be majority-owned by Vireo, and the liquidation and winding down of the Company's remaining operations. The landmark transactions contemplated by the RSA are expected to result in the continuation of our business as a new, growth-oriented company with less debt, improved liquidity and a streamlined asset portfolio. Pursuant to the RSA, the collateral agent under the indenture governing the Senior Secured Notes, acting at the direction of Vireo, will submit a credit bid at an auction contemplated to be held in connection with the Asset Sale. If the credit bid is successful, the Company will enter into an asset purchase agreement with NewCo pursuant to which, subject to receipt of regulatory approvals and other closing conditions, the assets subject to the Asset Sale would be transferred to NewCo in consideration for an assumption by NewCo of certain specified liabilities of the Company and a discharge of all or a majority of the Senior Secured Notes. Certain parties have also agreed to provide NewCo with up to approximately $62 million in financing, the proceeds of which will be used to refinance the Star Buds seller notes, pay transaction expenses and provide NewCo with working capital. Any remaining assets of the Company not purchased in the Asset Sale would be subject to a wind down, and the remaining liabilities of, and equity interests in, the Company will receive the net proceeds from the wind down proceedings in accordance with their relative priorities under applicable law.