Vireo Growth Enters Three-Year Put/Call Agreement on Promissory Note

Vireo Growth Inc. announced on September 29, 2026 that it has entered into a Put/Call Agreement with Battle Green Holdings SR LLC under which the holder may cause Vireo to acquire, or Vireo may elect to acquire, a loan issued pursuant to a promissory note by BG Ohio SPV LLC. The company announcement, datelined Minneapolis, identifies Battle Green Holdings SR LLC as the Note Holder and the promissory note as the Note.

The principal amount under the Note is US$18,096,028, and the Put/Call Agreement has a term of three years.

Put, Call and Maturity Rights

Under the agreement, the Note Holder holds a Put Right, meaning the right, but not the obligation, to cause Vireo to acquire the Note. If the Put Right is exercised, Vireo would issue subordinate voting shares at a price of US$19.50 per share. Vireo holds a Call Right, likewise a right rather than an obligation, to purchase the Note at US$18.60 per subordinate voting share.

A third mechanism governs the Note’s maturity. If neither the Put Right nor the Call Right has been exercised by the maturity date, Vireo will acquire the Note by issuing shares at the trailing 30-day volume weighted average price of its subordinate voting shares, a mechanism the company terms the Maturity Call Right. The number of shares issuable under the Maturity Call Right will be determined by that average price at the time of exercise, subject to applicable CSE pricing minimums.

Additional subordinate voting shares may be issued in respect of accrued interest on the Note, subject to Vireo’s right to pay that interest in cash.

If the Put Right or the Call Right is exercised, Vireo would issue a maximum of 972,905 subordinate voting shares, based on the Note’s US$18,096,028 principal amount. No shares will be issued unless and until the Put Right, the Call Right, or the Maturity Call Right is exercised and all applicable conditions have been satisfied.

The announcement does not state the purpose of the loan, describe the business of BG Ohio SPV LLC, or state how the Note Holder acquired the Note.

The company’s forward-looking disclosure identified the following as forward-looking information: whether the Put Right, Call Right or Maturity Call Right will be exercised; the potential acquisition of the Note and the issuance of shares under the agreement; the potential issuance amount and timing of any shares; and the potential impact of the agreement on the trading price of the shares.

Vireo describes itself as a vertically integrated cannabis company operating cultivation, manufacturing, retail dispensary, home delivery, distribution, and agricultural supply businesses across the United States, with operations in 10 states and more than 170 dispensaries nationwide. The company listed Lynn Ricci, Director of Investor Relations and Corporate Communications, as its contact for the announcement.

Recent Company Transactions

The Put/Call Agreement follows a series of transactions Vireo has announced in 2026. In a July 31, 2026 announcement, the company said it had entered into four separate definitive Securities Purchase Agreements to acquire all of the issued and outstanding membership interests of FarmaceuticalRx LLC, FarmaceuticalRx 2 LLC, CAOH LLC, and Canoe Hill Ohio, LLC, together with certain of their subsidiaries. Collectively, the acquired businesses include eight dispensaries, a cultivation and processing facility, and related owned and leased real estate in Ohio.

Subject to customary adjustments for cash, debt, pre-closing taxes and transaction expenses, the aggregate purchase price across the four Ohio acquisitions was expected to be approximately $208 million, payable in approximately 11 million subordinate voting shares issued in three tranches: 50 percent at closing, 25 percent approximately 90 days after closing, and the remaining 25 percent approximately 180 days after closing. The company said the deferred portion is subject to the continued performance of the acquired businesses and to a forfeiture mechanism allowing it to claw back up to 25 percent of the shares issued to sellers if specified performance thresholds and other conditions are not met during the applicable measurement periods. Closings were expected in the fourth quarter of 2026, subject to regulatory approvals and customary closing conditions, and the company said no finder’s fees were payable.

Chief Executive Officer John Mazarakis is a seller under the CAOH agreement and declared his conflict of interest to the board, recusing himself from all board deliberations and voting on the Ohio transactions. The company treated the transactions as a related-party transaction under Multilateral Instrument 61-101 by virtue of Mazarakis’ equity interest in CAOH, and said it intended to rely on exemptions from the instrument’s formal valuation and minority approval requirements. The company said a material change report would be filed in connection with the transactions, which were not expected to require shareholder approval.

Upon completion of the Ohio transactions and other previously announced transactions, the company said it expected to have a presence in 16 states and operate approximately 270 dispensaries, in addition to holding one dispensary license in Pennsylvania and one dispensary license in Nevada.

The company’s investor-relations news index also lists two September 2026 announcements preceding the Put/Call Agreement: completion of Vireo’s acquisition of M3 Wellness, a Nevada dispensary, on September 21, 2026, and an issuance of shares in connection with an Altmore settlement on September 17, 2026.