TORONTO — Red White & Bloom Brands Inc. closed a transaction that gives it controlling interest in HEAL Europe Holdings Corp., a newly incorporated entity established by HEAL Botanicals Pharma Inc. for purposes of the transaction. HEH provides RWB with an integrated European medical cannabis platform comprising operations and investments in Germany, the United Kingdom, and other European markets.
The European platform includes the Grünhorn group of companies, which fulfilled approximately 290,000 medical cannabis prescriptions in the twelve months ended July 2026. Collectively, the businesses composing the European platform dispensed or distributed over 12 tonnes of medical cannabis in the same period.
The transaction gives RWB a strategic foothold in two of Europe’s largest economies and key medical cannabis markets, with established operations, infrastructure, brands, patient demand, and experienced teams already in place.
Transaction structure and ownership
On closing, RWB acquired approximately a 62.63% controlling interest in HEH from Heal Botanicals Pharma Inc. for unspecified nominal consideration. Through HEH’s ownership structure, RWB now holds an indirect 50.1% interest in Grünhorn Gruppe AG and its underlying operating businesses, reflecting RWB’s 62.63% acquired equity interest in HEH and HEH’s 80% equity interest in Grünhorn Gruppe AG.
RWB also acquired a direct 29.82% interest in both Zerenia Clinics Limited and Leva Heal Limited with Heal Botanicals Pharma Inc. continuing to hold a 19.93% direct interest respectively. Combined with RWB’s indirect interest held through HEH, which holds 50.25% of Zerenia and Leva, RWB holds an effective interest of approximately 61.3% in each of Leva and Zerenia.
Significant European market opportunity
Germany has emerged as Europe’s largest regulated medical cannabis market, with demand accelerating following regulatory reforms introduced in 2024. Medical cannabis imports increased from approximately 73 tonnes in 2024 to approximately 205 tonnes in 2025, representing a year-over-year increase of approximately 176%. Further, industry data indicates Germany’s pharmacy-based medical cannabis market surpassed €1 billion in annual sales in 2025.
The United Kingdom represents another significant long-term opportunity, supported by a large addressable market, importing over 30,000 kilograms of dried cannabis flower in 20255, an established private medical cannabis sector, and considerable potential for continued patient adoption as awareness and access expand.
Grünhorn German medical cannabis platform
Through the transaction, RWB acquired a controlling economic interest in Grünhorn, an established participant in Germany’s medical cannabis market.
Grünhorn’s operating ecosystem encompasses online medical cannabis pharmacy operations, pharmaceutical distribution and wholesale capabilities, fulfillment and logistics infrastructure, and digital patient access.
United Kingdom platform
RWB’s controlling interest in Leva and Zerenia, which operates a private medical cannabis clinic in the United Kingdom, provide the company with exposure to the United Kingdom’s developing private medical cannabis and healthcare market.
Senior secured credit facility
In order to support the European platform and its continued growth, RWB has committed to provide HEH with a senior secured credit facility of up to a maximum principal amount of C$25 million, of which an aggregate of C$18.7 million has been advanced to date.
The principal terms of the facility include:
- A maximum committed principal amount of C$25 million, of which C$18.7 million has been advanced to date (C$15.7 million advanced as of June 30, 2026, with an additional C$3 million advanced on August 4, 2026).
- Interest at a fixed rate of 12% per annum.
- Interest during the first six months following closing (the PIK period) will be capitalized and added to the outstanding principal.
- A three-year term maturing September 10, 2029, with interest following the PIK period payable from HEH’s cash flow in accordance with the terms set out in the definitive financing documents.
- A senior secured position over the assets of HEH, supported by guarantees and/or security from the relevant operating subsidiaries, in each case under the applicable financing and security documents.
In addition, approximately C$2.5 million of existing shareholder loans and intercompany balances will remain outstanding and be carried into HEH.
