MINNEAPOLIS, Sept. 29, 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 entered into a Put/Call Agreement (the “Put/Call Agreement”) with Battle Green Holdings SR LLC (the “Note Holder”), pursuant to which the Note Holder may cause Vireo to acquire, or Vireo may elect to acquire, a loan issued pursuant to a promissory note (the “Note”) issued by BG Ohio SPV LLC to the Note Holder.
Pursuant to the terms of the Put/Call Agreement, the Note Holder will have the right, but not the obligation, to cause Vireo to acquire the Note (the “Put Right”) and Vireo will have the right, but not the obligation, to purchase the Note (the “Call Right”), in each case by issuing Vireo subordinate voting shares (“Vireo Shares”) at a price of US$19.50 per Vireo Share in the case of the Put Right or US$18.60 per Vireo Share in the case of the Call Right. In addition, at the maturity date of the Note, if neither the Put Right nor the Call Right has been exercised, Vireo will acquire the Note by issuing Vireo Shares at the trailing 30-day volume weighted average price of the Vireo Shares (the “Maturity Call Right”). Additional Vireo Shares may be issuable in respect of accrued interest on the Note, subject to Vireo’s right to pay such interest in cash. The Put/Call Agreement has a term of three years. If the Put Right or Call Right is exercised, Vireo would issue a maximum of 972,905 Vireo Shares, based on a principal amount under the Note of US$18,096,028. If the Maturity Call Right is exercised, the number of Vireo Shares issuable will be determined based on the trailing 30-day volume weighted average price at the time of exercise, subject to applicable CSE pricing minimums. No Vireo Shares will be issued unless and until the Put Right, Call Right, or Maturity Call Right is exercised and all applicable conditions have been satisfied.
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.
