Vireo Growth Closes FLUENT Deal and Expands Florida Footprint

Vireo Growth completed its all-stock acquisition of FLUENT on November 9, 2026, the companies announced, giving Vireo approximately 74 operational dispensaries in Florida and adding FLUENT’s Buffalo, New York, operations.

FLUENT brings 33 dispensaries and approximately 117,000 square feet of cultivation and production capacity. Combined with Vireo’s Green Dragon operations, the Florida business now has approximately 317,000 square feet of operational cultivation and manufacturing capacity.

Vireo CEO John Mazarakis said FLUENT’s implementation of a board-adopted operating budget had already produced “progress in operating efficiencies,” and that the combination offered “greater scale, a broader operating base and meaningful opportunities” to improve performance across the combined platform.

Share Consideration and Lender Debt Conversions

The companies first announced the all-stock transaction on April 30, 2026, under an arrangement agreement dated April 29, 2026 and amended June 8, 2026. Completion came through a court-approved plan of arrangement under Ontario’s Business Corporations Act.

FLUENT’s proportionate voting shares and non-voting, non-participating exchangeable shares were first converted into common shares. Each common share was then exchanged for 0.002351197 of a Vireo subordinate voting share, producing 6,148,780 Vireo shares for all outstanding FLUENT shares. The exchange ratio was automatically adjusted under the amendment to reflect Vireo’s 30-for-1 share consolidation completed June 5, 2026.

Immediately before completion, FLUENT converted approximately US$30 million of outstanding debt under its senior secured credit agreement into common shares, and converted a further approximately US$5.7 million under a separate credit conversion agreement. Those shares were subsequently exchanged for Vireo shares. The Vireo shares issued to senior lenders through the credit equitizations cannot be sold or transferred for six months after closing under lock-up agreements.

Chicago Atlantic Increases Its Vireo Stake

Chicago Atlantic and its affiliates acquired 3,884,062 Vireo shares through the debt equitizations and subsequent share exchange, with no cash consideration paid or received for that acquisition. The companies reported that the group’s holdings rose from 3,586,141 shares, or 6.2% on an as-converted basis immediately before the arrangement, to 7,470,203 shares, or approximately 11.7% on the same basis after completion.

The companies expect FLUENT’s shares to be delisted from the Canadian Securities Exchange and cease quotation on the OTCQB Venture Market on or about November 9, 2026.

FLUENT also intends to apply to cease being a reporting issuer under applicable Canadian securities laws and terminate its other public-reporting obligations in due course.

New York and Texas Sales Remain Pending

Separate sales of FLUENT’s New York and Texas operating entities remain unfinished after the acquisition. Under a July 22, 2026 agreement announced on July 23, 2026, Etain is to be sold to an unidentified third-party operator for cash consideration subject to customary purchase-price adjustments. The sale covers Etain’s New York Registered Organization license, certain operating assets and associated leases.

Immediately before the Etain sale, Etain is to assign its Buffalo operations and the lease for its Buffalo cultivation facility to Vireo-affiliated Ace Heritage. The Etain sale requires New York State Cannabis Control Board approval of the change of ownership. Both the sale and Buffalo assignment remain subject to applicable regulatory approvals and other customary closing conditions.

Legacy Therapeutics agreed on May 1, 2026 to acquire Cansortium Texas for $30 million, with $25 million payable at closing and $2.5 million payable on each of the first and second anniversaries of closing. The agreement covers Cansortium Texas’s license, cultivation, manufacturing and delivery business in Schulenburg and its Houston retail operations. FLUENT said it intended to use the proceeds primarily to repay part of its existing senior secured debt, with any remainder potentially used for working capital and general corporate purposes.

The closing gives Vireo an expanded Florida operating base and completes the lender share conversions, but the acquired business’s final footprint is not settled. The Etain and Cansortium Texas sales and the Buffalo transfer will determine which operations remain within Vireo’s platform, while the cash FLUENT intends to use primarily for debt repayment remains tied to a Texas closing that has not occurred.