MINNEAPOLIS — Vireo Growth Inc. has entered into a definitive agreement to acquire Eaze Inc., a vertically-integrated cannabis retailer and delivery technology platform with operations in California, Florida, and Colorado. Eaze has 65 active retail locations. Completion of the transaction is subject to customary conditions, including receipt of necessary approvals, and is expected to close during the first half of calendar year 2026.
The transaction will take the form of a merger whereby Eaze will become a wholly-owned subsidiary of Vireo. Total consideration in the transaction includes approximately $47 million in base consideration, payable through the issuance of approximately 84 million subordinate voting shares of the company at closing at a deemed issue price per share of US$0.56. Total consideration payable in the transaction will be subject to adjustment based on closing levels of cash, indebtedness, tax obligations and working capital adjustments, as well as the occurrence of certain other events by the closing date. The share consideration will be subject to the customary hold period under the rules of the Canadian Securities Exchange.
Eaze may be entitled to earn-out consideration as of December 31, 2026, calculated as 3.84x adjusted EBITDA, less the closing consideration and adjusted for incremental debt, with any such earn-out payable in subordinate voting shares of the company at a deemed price equal to the higher of $1.05 and the 20-day volume-weighted average price as of December 31, 2026, subject to the Exchange’s pricing policies.
The transaction marks Vireo’s entry into two of the country’s largest cannabis markets: California and Florida. Eaze has a presence in delivery sales in California with four co-located retail and delivery locations and eight delivery-only locations with coverage in most major metropolitan areas of the state. In Florida, Eaze is currently the sixth largest retailer with 39 active stores and approximately 64,000 square feet of cultivation canopy. The transaction also will expand Vireo’s retail presence in Colorado with 14 additional dispensaries, increasing its total Colorado footprint to 55 stores. Upon closing, Vireo’s portfolio of cannabis brands and assets will span 10 total states, with 166 active retail dispensaries and approximately 800,000 sq. ft. of operational cannabis cultivation and production.
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