MINNEAPOLIS and VANCOUVER, British Columbia — Vireo Growth Inc. completed its previously announced acquisition of C21 Investments Inc. via court-approved action under the Business Corporations Act (British Columbia). The total value of the all-stock transaction was not disclosed.
All outstanding C21 subordinate voting shares were first converted into C21 common shares, and holders of C21 common shares (including common shares issued on conversion of subordinate voting shares) received 0.023052 of a subordinate voting share of Vireo for each C21 common share held. In total, Vireo issued an aggregate of 2,766,409 Vireo shares in connection with the transaction in exchange for all of the issued and outstanding C21 Shares.
As a result of the transaction, the C21 common shares were delisted from the Canadian Securities Exchange and ceased to be quoted on the OTCQX Market on or about August 21, 2026.
The Vireo Shares issued pursuant to the arrangement were issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof and applicable exemptions or qualifications under applicable U.S. state securities laws.
Pursuant to the letter of transmittal mailed to shareholders of C21 as part of the materials delivered in connection with the special meeting of C21 shareholders held on August 7, 2026, in order to receive the Vireo Shares to which they are entitled, registered holders of C21 Shares are required to deposit the share certificate(s) or DRS statements representing their C21 Shares, together with a duly completed letter of transmittal, with Odyssey Trust Company, the depositary under the arrangement. Shareholders whose C21 Shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their C21 Shares.
Further details regarding the arrangement are set out in C21’s management information circular dated July 3, 2026, which is available on SEDAR+under C21’s issuer profile.
The transaction adds three Nevada dispensaries operating under the Silver State Relief brand and approximately 104,000 square feet of cultivation and production capacity to Vireo’s portfolio. The acquisition expands Vireo’s current presence in Nevada to approximately 14 operational dispensaries and 159,000 square feet of cultivation and manufacturing capacity.
Prior to completion of the arrangement, Vireo did not have beneficial ownership of, or control or direction over, any C21 shares. Upon completion of the arrangement, Vireo beneficially owns, or exercises control or direction over, all of the issued and outstanding C21 common shares, representing 100 percent of the issued and outstanding C21 shares. An early warning report will be filed in accordance with applicable securities laws and will be available on C21’s SEDAR+ profile.
