Mr. John Mazarakis of Vireo reports

VIREO GROWTH INC. TO ACQUIRE PLANET 13 HOLDINGS INC.

Vireo Growth Inc. and Planet 13 Holdings Inc. have entered into a definitive 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.

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-per-cent 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-per-cent 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 licence and a cannabis consumption licence.
• 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 licence 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 licence, 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 licences 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-licence markets and reinforces our belief that disciplined consolidation can create long-term organic growth and meaningful shareholder value."

Larry Scheffler, co-chief executive officer 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 formed a special committee of independent and disinterested directors of Planet 13's board to evaluate and consider the transaction. The special committee, advised by its own independent financial and legal advisers 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 $1.8-million (U.S.) 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 Holdings Inc.

Planet 13 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.

About Vireo Growth Inc.

Vireo Growth 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.

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