Mr. John Mazarakis reports

VIREO GROWTH INC. COMPLETES ACQUISITION OF BRIDGEWELL AGRIBUSINESS LLC AND PLANS TO ACQUIRE DISPENSARIES IN NEVADA AND MARYLAND

Vireo Growth Inc. has closed its previously announced acquisition of all of the issued and outstanding partnership interests of Agribusiness Holdings Limited Partnership, including its subsidiary Bridgewell Agribusiness LLC, among other subsidiaries, pursuant to a securities purchase agreement entered into among the various sellers named therein and certain other parties thereto.

The company also simultaneously announced that it entered into an asset purchase agreement with M3 Wellness LLC for a Nevada dispensary, and that it previously entered into a definitive agreement with HA-MD LLC for an equity interest in its Maryland dispensaries.

Bridgewell transaction

Bridgewell is a supplier of organic and non-genetically modified food and agricultural products to manufacturers. Bridgewell sources, procures and supplies organic and non-GMO agricultural commodities and food ingredients, and acts as an intermediary between agricultural producers and food manufacturers, providing customers with a reliable supply of raw materials and ingredients that meet applicable certification and regulatory standards.

"This transaction represents an important step in the continued evolution of Vireo's broader supply chain and procurement strategy," stated John Mazarakis, chief executive officer of Vireo. "Bridgewell brings deep relationships, procurement expertise and scalable infrastructure that complement our existing operations and strengthen the ancillary cannabis segment of our business. Together with our recent acquisition of The Hawthorne Gardening Company LLC and its subsidiaries, we believe this transaction enhances our ability to drive operational efficiencies and create long-term value across our business."

"Joining Vireo marks an exciting new chapter for Bridgewell," stated Patrick McCauley, chief executive officer of Bridgewell. "We have built our business around trusted supplier relationships, dependable sourcing capabilities and customer service. By partnering with Vireo, we believe we are well positioned to expand our platform, pursue new growth opportunities, and continue delivering value to our customers and partners."

The aggregate consideration for the Bridgewell transaction was based on a base purchase price of $40.0-million (U.S.), subject to adjustments for assumed indebtedness that will remain outstanding following closing and the assumption of certain other transaction expenses. After giving effect to such adjustments, the closing purchase price was approximately $13.66-million (U.S.).

In connection with the closing of the Bridgewell transaction, Vireo issued unsecured, subordinated convertible notes to the sellers. The convertible notes will convert on or after the second anniversary of closing into, on a preshare consolidation basis, an aggregate estimated 22,036,528 subordinate voting shares of Vireo at a deemed price of 62 U.S. cents per share, subject to final adjustment in accordance with the terms of the securities purchase agreement and the policies of the Canadian Securities Exchange.

Dispensary transactions

Vireo entered into an APA dated June 5, 2026, to acquire an M3 Wellness dispensary, located in Hawthorne, Nev., from M3 Wellness for total consideration of $500,000, $290,000 of which is payable in cash on closing, and the balance of which will be satisfied by issuing, on a preshare consolidation basis, 416,667 subordinate voting shares of Vireo at closing. In addition, subject to the terms and conditions of the APA, Vireo shall pay to M3 Wellness a single, performance-based earnout, based upon achievement of certain earnings before interest, taxes, depreciation and amortization benchmarks by Dec. 31, 2029. Completion of this dispensary transaction is subject to regulatory approval from the Nevada Cannabis Compliance Board, as well as customary conditions, including receipt of necessary approvals.

Vireo also announced that it previously entered into a definitive agreement dated Nov. 3, 2025, to acquire an indirect 49-per-cent equity interest in Chesapeake Integrated Health Institute LLC and Maryland Alternative Relief LLC from the current members of HA-MD (the sole owner of such licences) for total consideration of $1.55-million, $400,000 of which is payable in cash on closing (subject to adjustment based on the financial condition of HA-MD at the time of closing), $400,000 of which will be paid under promissory note and the balance of which will be satisfied by issuing, on a preshare consolidation basis, 1,111,110 subordinate voting shares of Vireo at closing at a deemed issue price per share of 67.5 cents. Completion of this dispensary transaction is subject to regulatory approval from the Maryland Cannabis Administration (which approval has been obtained), as well as customary additional conditions, including receipt of necessary approvals.

The share consideration will be subject to customary resale restrictions under Canadian securities law and a hold period under the rules of the Canadian Securities Exchange. There can be no assurance that the dispensary transactions will be completed on the terms described herein, or at all.

About Vireo Growth Inc.

Vireo was founded in 2014 as a pioneering medical cannabis company. Vireo is building a disciplined, strategically aligned and execution-focused platform in the industry. This strategy drives Vireo's intense local market focus while leveraging the strength of a national portfolio. Vireo is committed to hiring industry leaders and deploying capital and talent where it believes it will drive the most value. Vireo operates with a long-term mindset, a bias for action and an unapologetic commitment to its customers, employees, shareholders, industry collaborators and the communities it serves.

We seek Safe Harbor.