Vireo Growth Inc 8-K, filed Jun 6, 2025
Vireo Growth Inc. (VREOF)
About this 8-K
Vireo Growth Inc filed this 8-K on June 6, 2025, reporting on events of June 5, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 3.01: Delisting notice or listing transfer
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 1.01. | Entry into a Material Definitive Agreement |
On June 5, 2025, Vireo Growth Inc. (“Vireo” or the “Company”) entered into the Second Amendment to Merger Agreement (the “Second Amendment”) with Vireo PR Merger Sub Inc., a Missouri corporation (“Merger Sub 1”), Vireo PR Merger Sub II Inc., a Missouri corporation (“Merger Sub 2” and together with Merger Sub 1, “Merger Subs”), NGH Investments, Inc., a Missouri corporation (“NGH”), Proper Holdings Management, Inc., a Missouri corporation (“MSA Newco” and together with NGH, the “Acquired Companies”), and Proper Holdings, LLC, a Missouri limited liability company (“Holdings”), which amended the Agreement and Plan of Merger, by and among the Company, Merger Subs, the Acquired Companies, Holdings, the Parent Share Recipients, and Shareholder Representative Services LLC, a Colorado limited liability company (solely in its capacity as representative, agent and attorney-in-fact of Holdings and the Parent Share Recipients) (“Representative”), dated December 18, 2024 (as amended by the First Amendment to Merger Agreement dated March 14, 2025 and the Second Amendment, the “Merger Agreement”). Capitalized terms used herein without a definition have the meanings given to such terms in the Merger Agreement.
The Second Amendment amended the definitions of (i) “Closing Indebtedness”, “Closing Working Capital”, and “Post-Closing Debt” in the Merger Agreement to provide that the calculations of such amounts will be determined as of December 31, 2024 rather than the Closing Date (as defined below), (ii) “280E Tax Reserve Shortfall” in the Merger Agreement to provide that such amount will be $0.00, and (iii) “Company Earn-Out Amount” to provide that Holdings will receive a $1,000,000 credit for purposes of the calculation of such amount.
The Second Amendment also amended the Merger Agreement to require Holdings to transfer to Vireo or its affiliates for no additional consideration the non-regulated assets of Occidental Group, Inc. (“OGI”) to the extent such assets are acquired by New Growth Horizon, LLC, a Missouri limited liability company and a subsidiary of Holdings (“NGH”), after the Closing Date pursuant to an Asset Purchase Agreement between OGI and NGH.
Certain additional amendments were also made to the Merger Agreement to add additional indemnification obligations of Holdings and the Parent Share Recipients to Parent, including with respect to certain breaches of the representations, warranties and covenants of Holdings and its affiliates set forth in the Option Agreement and in connection with certain equity incentive agreements entered or to be entered into between Holdings and certain other parties thereto.
The foregoing description of the Second Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 2.3 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 2.01. | Completion of Acquisition or Disposition of Assets |
On June 5, 2025 (the “Closing Date”), the Company completed its previously announced acquisition of the Acquired Companies (the “Mergers”). As previously announced, the Company, Merger Subs, the Acquired Companies, Holdings, and Representative entered into the Merger Agreement. Capitalized terms used herein without a definition have the meanings given to such terms in the Merger Agreement.
In connection with the Mergers, NGH merged with and into Merger Sub 1 and MSA Newco merged with and into Merger Sub 2, with each Merger Sub surviving as a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, the Company issued 196,212,265 of its subordinate voting shares (the “Parent Shares”) in respect of the Estimated Closing Merger Consideration in connection with the Mergers, which number of Parent Shares is equal to the amount of the Estimated Closing Merger Consideration divided by $0.52. 176,591,038 of such Parent Shares were issued to Holdings as the Closing Share Payment, and 19,621,227 Parent Shares (representing 10% of the aggregate number of Parent Shares issued as part of the Estimated Closing Merger Consideration), were delivered to Odyssey Trust Company in its capacity as escrow agent. The Parent Shares issued pursuant to the Merger Agreement are subject to a post-closing purchase price adjustment with respect to certain of the estimated items included in the Estimated Closing Merger Consideration, and Holdings is also eligible to receive additional Parent Shares pursuant to certain earn-out payments as described in the Merger Agreement and summarized below.
Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a Schedule DEFM 14C information statement was prepared by the Company and filed with the SEC and mailed to Holdings on March 21, 2025 relating to the Mergers (the “Information Statement”).
The consideration paid to acquire the Acquired Companies was based in part on the product of an Acquisition Multiple of 4.175 multiplied by the Closing EBITDA of $31,000,000 and a $0.52 share reference price for the Parent Shares. For more information on the calculation of the Closing Merger Consideration and the Total Merger Consideration, please see the disclosures regarding the Mergers in the Information Statement. The Company included in the Closing Merger Consideration calculation an amount equal to $2,139,200 (the “Arches Value Amount”), which Arches Value Amount is intended to represent the value of the issued and outstanding equity interests in Arches IP, Inc. (“Arches”) owned by MSA Newco, which as of the Closing Date represent approximately 15.28% of the issued and outstanding equity securities of Arches.
Subject to the terms and conditions of the Merger Agreement, Holdings is entitled to earn-out payments based on the performance of Arches, based on the greater of $37.5 million or 5x certain revenue percentages of Arches minus $4,000,000, with such revenue percentage amounts measured at the higher of trailing-twelve-month or nine-month annualized amounts as of December 31, 2026, paid out using a share price for the Parent Shares at the higher of $1.05 or 20-day volume weighted average price (“VWAP”) ending immediately prior to December 31, 2026.
Pursuant to the Merger Agreement, Holdings may also receive additional Parent Shares pursuant to earn-out payments based on the Acquired Companies’ Adjusted EBITDA growth compared to the Acquired Companies’ Closing EBITDA (at a 4x multiple), adjusted for incremental debt and certain other matters, and paid out using a share price for the Parent Shares of the higher of $1.05 or the 20-day VWAP as of immediately prior to December 31, 2026. EBITDA growth is defined as the increase between Closing EBITDA and the higher of 2026 Adjusted EBITDA or trailing nine-month annualized Adjusted EBITDA as of December 31, 2026.
In no event shall the number of earn-out shares issued under the Merger Agreement, in the aggregate, exceed the Closing Share Payment.
The Merger Agreement provides for the clawback of up to 50% of the Parent Shares issued as Actual Closing Merger Consideration (excluding the Parent Shares issued as consideration for the Arches Value Amount), if 2026 Adjusted EBITDA is less than 96.5% of the Closing EBITDA (the amount of such shortfall, the “EBITDA Deficiency”). The amount of shares subject to a clawback would be equal to the Acquisition Multiple multiplied by the EBITDA Deficiency, adjusted for incremental debt and certain other matters, divided by $0.52 per share.
Pursuant to the Merger Agreement, Holdings entered into a lock-up agreement with the Company providing that, for a period of up to 33 months, Holdings may not, subject to customary exceptions, offer, issue, sell, transfer or otherwise dispose of, or enter into certain arrangements that transfer any of the economic consequences of the ownership of, the Parent Shares issued pursuant to the Mergers without the prior written consent of the Company. The lock-up agreements provide that the Parent Shares acquired by Holdings pursuant to the Merger Agreement as Total Merger Consideration shares are subject to a lock-up release schedule of 7.5% 12-months after the Closing Date, 10% at each of 18-months and 21-months after the Closing Date, 17.5% 24-months after the Closing Date, 15% 27-months after the Closing Date and 20% at each of 30-months and 33-months after the Closing Date. In addition, all such Parent Shares held by such persons are subject to lock-up during the 6-month period ending December 31, 2026. In addition, any Parent Shares issued in connection with the earn-out payments described above will be subject to lock-up periods following the issuance of such earnout shares, with a 20% release per quarter ending at 15 months post-issuance. Upon the determination of the Actual Closing Merger Consideration, Holdings may distribute the Parent Shares received as the Closing Share Payment to the Parent Share Recipients, and each Parent Share Recipient to which Holdings distributes Parent Shares will be required to enter into a substantially similar lock-up agreement.
Vireo’s Chief Executive Officer, John Mazarakis, serves as a partner of Chicago Atlantic Group, LP, which is an affiliate of Chicago Atlantic Admin, LLC (the “Agent”), which is the senior secured lender for Holdings and its affiliates (including the Acquired Companies). Given his ownership interest in the Agent and its affiliates, Mr. Mazarakis has an approximate 29% interest in the Acquired Companies’ debt transactions with the Agent. The Acquired Companies have aggregate outstanding net debt with the Agent and/or its affiliates of approximately $27,400,000, which debt continued to be held by the Acquired Companies after the Closing, and Holdings was released from its obligations with respect to such debt at the Closing.
The Parent Shares issued and to be issued by the Company to Holdings pursuant to the Merger Agreement were and will be issued in reliance upon the exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereunder, as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act.
The foregoing description of the Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Merger Agreement has been included to provide shareholders with information regarding its terms and conditions, and is not intended to provide any factual information about Vireo or the Acquired Companies. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the benefit of the parties to the Merger Agreement, and are not intended as statements of fact to be relied upon by the Company’s shareholders, but rather as a way of allocating the risk between the parties to the Merger Agreement in the event the statements therein prove to be inaccurate. Statements made in the Merger Agreement have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement attached hereto. Moreover, such statements may no longer be true as of a given date and may apply standards of materiality in a way that is different from what may be viewed as material by shareholders. Accordingly, shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Vireo or the Acquired Companies. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report on Form 8-K not misleading.
| Item 3.01 | Unregistered Sales of Equity Securities |
The information set forth under Item 2.01 of this Current Report on Form 8-K related to the Parent Shares issued and to be issued in connection with the Mergers is incorporated herein by reference, to the extent required herein. The securities were and will be issued in reliance upon the exemptions from registration under the Securities Act provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act.
| Item 7.01 | Regulation FD Disclosure |
On June 5, 2025, the Company issued a press release announcing the matters disclosed in this Current Report on Form 8-K, which is attached as Exhibit 99.1 hereto and is incorporated herein solely for purposes of this Item 7.01 disclosure.
Pursuant to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits |
| (a) | Financial Statements of Business Acquired |
The information required by Item 9.01(a) of this report, including the consolidated financial statements as of December 31, 2024 and 2023 and for the years then ended for Proper Holdings, LLC, is incorporated by reference from the Company’s definitive information statement on Schedule DEFM 14C filed with the SEC on March 21, 2025, which audited consolidated financial statements were included in such filing beginning on page B-43 thereof.
The information required by Item 9.01(a) of Form 8-K with respect to Proper Holdings, LLC for the quarterly period ended March 31, 2025 will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
| (b) | Pro Forma Financial Information |
The pro forma information required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
*Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIREO GROWTH INC. | ||
| (Registrant) | ||
| By: | /s/ Tyson Macdonald | |
| Tyson Macdonald | ||
| Chief Financial Officer | ||
Date: June 6, 2025
Exhibit 2.3
SECOND AMENDMENT TO
MERGER AGREEMENT
This Second AMENDMENT TO MERGER Agreement (this “Amendment”) is made and entered into effective as of June 5, 2025, by and among Vireo PR Merger Sub Inc., a Missouri corporation (“Merger Sub 1”), Vireo PR Merger Sub II Inc., a Missouri corporation (“Merger Sub 2”), Vireo Growth Inc., a British Columbia corporation (“Parent”), NGH Investments, Inc., a Missouri corporation (“NGH”), Proper Holdings Management, Inc., a Missouri corporation (“MSA Newco” and together with NGH, the “Companies” and each a “Company”), Proper Holdings, LLC, a Missouri limited liability company (“Holdings”). Each of the Merger Sub 1, Merger Sub 2, Parent, the Companies, and Holdings are referred to herein as a “Party” and collectively as the “Parties”.
BACKGROUND
Reference is made to that certain Agreement and Plan of Merger, by and among the Parties and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of Holdings and the Parent Share Recipients, dated as of December 18, 2024 (as amended by the First Amendment to Merger Agreement, dated as of March 14, 2025, the “Agreement”). The Parties desire to amend the Agreement as set forth herein. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
AGREEMENT
For good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Amendments to Article I.
i. The definition of “280E Tax Reserve Shortfall” is hereby deleted in its entirety and replaced as follows:
““280E Tax Reserve Shortfall” means an amount equal to $0.00.”
ii. The definition of “Closing Indebtedness” is hereby deleted in its entirety and replaced as follows:
““Closing Indebtedness” means, subject to the limitations set forth in the definition of “Indebtedness,” the aggregate amount of any unpaid Indebtedness of the Acquired Companies remaining as of December 31, 2024 (other than, and without duplication of, the Assumed Indebtedness, Payoff Indebtedness and amounts included in Current Liabilities that are taken into account in the calculation of the Closing Working Capital).”
iii. The definition of “Closing Merger Consideration” is hereby deleted in its entirety and replaced as follows:
““Closing Merger Consideration” means the sum of:
(a) the EBITDA Consideration, plus
(b) the Closing Cash, plus
(c) the Arches Value Amount, plus
(d) provided that the 280E Tax Reserve is not less than $2,000,000, an amount equal to the Adjusted 280E Reserve, less
(e) the amount of Assumed Indebtedness, less
(f) the amount of Closing Indebtedness, less
(g) the amount of the 280E Tax Reserve Shortfall, if any, less
(h) the amount of any Pre-Closing Taxes, less
(i) the amount of any unpaid Transaction Expenses, plus
(j) $2.5 million, in respect of an investment in ROI, plus
(k) the amount by which Closing Working Capital exceeds the Target Working Capital or minus the amount by which Closing Working Capital is less than the Target Working Capital.”
iv. The definition of “Closing Working Capital” is hereby deleted in its entirety and replaced as follows:
““Closing Working Capital” means: (a) the consolidated Current Assets of the Acquired Companies, less (b) the consolidated Current Liabilities of the Acquired Companies, determined as of December 31, 2024.”
v. The definition of “Company Earn-Out Amount” is hereby deleted in its entirety and replaced as follows:
““Company Earn-Out Amount” means the sum of the following, to the extent a positive amount, calculated in accordance with the Company Earn-Out Accounting Principles: (a) the product of four (4) multiplied by the following (which may be a positive amount or negative number):
(i) the greater of (A) the trailing twelve (12) month Adjusted EBITDA for the twelve full calendar months ending December 31, 2026 and (B) the trailing nine (9) month Adjusted EBITDA for the last nine (9) months of calendar year 2026, such amount annualized to reflect a full 12-month period,
plus
(ii) $1,000,000;
minus
(iii) the Closing EBITDA;
minus
(b) subject to Section 2.19(d), the aggregate amount of any Post-Closing Debt,
plus
(c) any Net Pre-Closing Tax Refund which is required to be applied to this calculation pursuant to Section 6.12 at the time of calculation.”
vi. The definition of “Option Agreement”, which defined term is used in the Agreement but the definition of which was inadvertently deleted, is hereby added as follows:
““Option Agreement” means that certain Option Agreement to be executed as of the Closing by and between Parent and Holdings, on behalf of itself and its affiliates, with respect to Parent’s right to purchase the equity of certain of the Holdings Entities that hold certain regulated assets as of the purchase date set forth therein, for an aggregate purchase price of $1.00, in form and substance to be reasonably agreed between Parent and Holdings.”
vii. The definition of “Post Closing Debt” is hereby deleted in its entirety and replaced as follows:
““Post-Closing Debt” means any (i) principal, interest, other fee payments on, and (without duplication) any accrued amounts (including interest and fees) of, indebtedness for borrowed money incurred (a) after December 31, 2024 by an Acquired Company, whether as intercompany indebtedness for amounts borrowed from Parent (or its subsidiaries) or from a third party lender, pursuant to an Acquired Company’s request to the Parent to incur such indebtedness for use in the business and operations of the Acquired Companies, and with Parent’s consent and approval, which consent and approval may be withheld, delayed or conditioned in Parent’s sole and absolute discretion, or (b) after December 31, 2024 by an Acquired Company, without the prior consent and approval of Parent, and (ii) any payment or similar obligations in respect of the Acquired Companies’ acquisition transaction of or related to ROI Wellness Center IV, LLC (“ROI”) pursuant to that certain Asset Purchase Agreement between New Growth Horizon and ROI.”
2. Amendment to Article V. Section 5.05 of the Agreement is hereby amended by adding the following sentence at the end of such Section as follows:
“Without limiting the foregoing, in the event that New Growth Horizon acquires the non-regulated assets of Occidental pursuant to the Occidental Purchase Agreement after the Closing but prior to the acquisition of New Growth Horizon by Parent or its Affiliates, Holdings shall cause New Growth Horizon to assign and transfer all such non-regulated assets to Parent or its Affiliates at the direction of Parent for no additional consideration pursuant to an assignment and assumption agreement substantially in the form attached hereto as Exhibit M.”
3. Amendments to Article IX.
i. Section 9.02(b) of the Agreement is hereby deleted in its entirety and replaced as follows:
“(b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by Holdings, any Parent Share Recipient, the Companies (if before or at the Closing), the Member Representative (if after the Closing) or any Member pursuant to this Agreement or the Option Agreement or in any certificate or instrument delivered by or on behalf of Holdings, the Companies, any Parent Share Recipient, the Member Representative or any Member pursuant to this Agreement or the Option Agreement (including the Purchase Agreement (as defined in the Option Agreement));”
ii. Section 9.02(d) of the Agreement is hereby deleted in its entirety and replaced as follows:
“(d) any claims of any Member under the Company Charter Documents of Holdings or any claims of any Parent Share Recipient or person party to any Incentive Agreement (as defined in Section 3.08 of the Disclosure Schedules) (i) that the appointment of the Member Representative, or any indemnification or other obligations of such Parent Share Recipient under this Agreement or any Ancillary Document, is or was not enforceable against such Parent Share Recipient, or (ii) that Parent or the Acquired Companies, or any of their respective Affiliates, have any Liability or obligation arising from or relating to the Incentive Agreements;”
| iii. | Section 9.02(f) of the Agreement is hereby amended by deleting “or” at the end thereof. Section 9.02(g) of the Agreement is hereby amended by deleting the period at the end thereof and replacing it with “; or”. |
| iv. | A new Section 9.02(h) of the Agreement is hereby added as follows: |
“(h) any inaccuracy in or breach of any of the representations or warranties of Holdings or its affiliates contained in the Option Agreement or in any certificate, instrument, or agreement delivered by or on behalf of Holdings or its affiliates pursuant to the Option Agreement (including the Purchase Agreement).”
| 4. | Exhibit M to the Agreement is hereby added in the form attached hereto as Schedule 1. |
5. Miscellaneous. Except as expressly modified by this Amendment, the Agreement shall remain unmodified and in full force and effect. The terms of Article 11 of the Agreement shall apply to this Amendment, as applicable, as if fully set forth herein.
[Signatures appear on the following page.]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed effective as of the day and year first set forth above.
| MERGER SUB 1: | ||
| VIREO PR MERGER SUB INC. | ||
| By: | /s/ Amber Shimpa | |
| Name: | Amber Shimpa | |
| Title: | President | |
| MERGER SUB 2: | ||
| VIREO PR MERGER SUB II INC. | ||
| By: | /s/ Amber Shimpa | |
| Name: | Amber Shimpa | |
| Title: | President | |
| PARENT: | ||
| VIREO GROWTH INC. | ||
| By: | /s/ John Mazarakis | |
| Name: | John Mazarakis | |
| Title: | Chief Executive Officer | |
| COMPANIES: | ||
| NGH INVESTMENTS, INC. | ||
| By: | /s/ John Pennington | |
| Name: | John Pennington | |
| Title: | Chief Executive Officer | |
| PROPER HOLDINGS MANAGEMENT, INC. | ||
| By: | /s/ John Pennington | |
| Name: | John Pennington | |
| Title: | Chief Executive Officer | |
| HOLDINGS: | ||
| PROPER HOLDINGS, LLC | ||
| By: | /s/ John Pennington | |
| Name: | John Pennington | |
| Title: | Chief Executive Officer | |
[Signature Page to Second Amendment to Agreement and Plan of Merger]
Schedule 1
Exhibit M
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
This BILL OF SALE AND Assignment and Assumption Agreement (this “Agreement”), dated as of [●] (the “Effective Date”), is entered into by and among New Growth Horizon, LLC d/b/a Proper Brands, a Missouri limited liability company (“Assignor”), Proper Holdings, LLC, a Missouri limited liability company (“Holdings”), and Vireo PR Merger Sub II Inc., a Missouri corporation, or its designee (“Assignee”).
RECITALS
Whereas, reference is made to that certain Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated as of December 18, 2024, by and among (a) Assignee, (b) Proper Holdings Management, Inc., a Missouri corporation (c) Vireo PR Merger Sub Inc., a Missouri corporation, (d) Vireo Growth Inc., a British Columbia corporation (“Parent”), (e) NGH Investments, Inc., a Missouri corporation; (f) Holdings, (g) the Parent Share Recipients, and (h) the other parties thereto; and
Whereas, in connection with the consummation of the transactions described in the Merger Agreement, Assignor desires to distribute and assign, and Assignee desires to accept from Assignor, all of Assignor’s right, title, and interests in and to the Transferred Assets and assume the OGI Assumed Liabilities (as each term is defined herein).
Now, Therefore, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Merger Agreement.
2. Bill of Sale; Assignment and Assumption. For good and valuable consideration, the receipt and adequacy of which Assignor hereby acknowledges, effective as of the Effective Date, Assignor hereby absolutely, unconditionally, and irrevocably assigns, transfers, conveys, grants, bargains, and delivers to Assignee, all of its right, title and interest, legal and equitable, in and to all of the Purchased Assets (as defined in that certain Asset Purchase Agreement dated February 14, 2024 by and between Assignor and Occidental Group, Inc. (the “OGI Purchase Agreement”), in each case that are not regulated by the Missouri Department of Health and Senior Services Division of Cannabis Regulation (“DHSS”) (excluding, for clarity, the License (as defined in the OGI Purchase Agreement) and any such Purchased Assets that are regulated by the DHSS) (collectively, the “Transferred Assets”). The Transferred Assets include, but are not limited to, those assets of the Assignor conveyed to Assignor under or in connection with the OGI Purchase Agreement set forth on Exhibit A attached hereto. Assignee hereby accepts the foregoing assignments, transfers, conveyances, grants, bargains, and deliveries and acquires the Transferred Assets, and assumes and agrees to pay, perform, and discharge, as and when due, all of Assignor’s duties and obligations arising out of or in connection with the Transferred Assets arising from and after the Effective Date (the “OGI Assumed Liabilities”).
3. Disclaimer of Additional Warranties. Except as set forth in the Merger Agreement, neither Holdings nor Assignor makes any representation or warranty whatsoever with respect to the Transferred Assets or the OGI Assumed Liabilities; whether arising by law, course of dealing, course of performance, usage of trade or otherwise. By executing this Agreement, Assignee acknowledges that it has not relied on any representation or warranty made by Holdings, Assignor, or any other person on Assignor’s behalf with respect to the Transferred Assets or the OGI Assumed Liabilities except as set forth in the Merger Agreement.
4. Further Assurances. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
[Signature Page Follows]
In Witness Whereof, Assignor and Assignee have executed this Agreement to be effective as of the Effective Date notwithstanding the date of actual execution.
| ASSIGNOR: | ||
| NEW GROWTH HORIZON, LLC | ||
| D/B/A PROPER BRANDS | ||
| By: | ||
| Name: Craig M. Parker | ||
| Title: Manager | ||
| By: | ||
| Name: John M. Pennington | ||
| Title: Manager | ||
| HOLDINGS: | ||
| PROPER HOLDINGS, LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| ASSIGNEE: | ||
| [Vireo PR Merger Sub II Inc. or its designee] | ||
| By: | ||
| Name: | ||
| Title: | ||
EXHIBIT A
TRANSFERRED ASSETS
Contracts:
| 1. | The following contracts to which Assignor is a party: |
| i. | [●] |
| 2. | All contracts for the receipt of utilities to which Assignor is a party that are not regulated by DHSS. |
| 3. | All contracts for telecommunication goods and services to which Assignor is a party that are not regulated by DHSS. |
| 4. | All open vendor contracts, sales orders, or purchase orders to which Assignor is a party that are not regulated by DHSS. |
| 5. | All contracts for the receipt or provision of services to which Assignor is a party that are not regulated by DHSS. |
| 6. | All contracts for the receipt or sale of goods to which Assignor is a party that are not regulated by DHSS. |
Exhibit 23.1
Consent of Independent Auditor
We consent to the incorporation by reference in the registration statements on Form S-3 (No. 333-282311) and on Form S-8 (Nos. 333-252690, 333-278478 and 333-278479) of Vireo Growth Inc. and the inclusion in this Current Report on Form 8-K of Vireo Growth Inc. of our report dated February 28, 2025, relating to the consolidated financial statements of Proper Holdings, LLC, Subsidiaries and Affiliates as of December 31, 2024 and 2023 and for the years then ended.
/s/ BGM CPA LLC
Bloomington, Minnesota
June 6, 2025
Exhibit 99.1
Vireo Growth Inc. Announces Closing of Proper Brands Acquisition in Missouri
MINNEAPOLIS – June 5, 2025 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), today announced that it has closed its previously-announced transaction to acquire Missouri-based Proper Brands (“Proper”) through the acquisition of NGH Investments, Inc. and Proper Holdings Management, Inc., subsidiaries of Proper Holdings, LLC, a management company providing services to Proper’s portfolio of 11 retail dispensaries in Missouri.
Proper was founded in 2022 and is currently one of the largest independent operators in Missouri’s adult-use, recreational cannabis market. The company has a total retail footprint of 11 retail dispensaries, with one undeveloped retail license. All stores are in the St. Louis area except for one in Kansas City. The company operates a cultivation and manufacturing facility in excess of 100,000 square feet, and is in the process of implementing the Arches technology platform across its home delivery business.
Total consideration for the transactions was $102.0 million, paid in the form of 196.2 million Subordinate Voting Shares of Vireo at a reference price per share of $0.52. The purchase price of the Proper transaction represents a multiple of 4.175x 2024 “Closing EBITDA” of $31 million. The transaction is subject to clawback provisions if 2026 EBITDA is below Closing EBITDA as of December 31, 2026. The shares issued in the transaction are subject to lock-up provisions, with tranches of shares received in connection with the closing unlocking over a 33-month period.
About Vireo Growth Inc.
Vireo was founded as a pioneer in medical cannabis in 2014 and we are fueled by an entrepreneurial drive that sustains our ongoing commitment to serve and delight our key stakeholders, most notably our customers, our employees, our shareholders, our industry collaborators, and the communities in which we live and operate. We work every day to get better and our team prioritizes 1) empowering and supporting strong local market leaders and 2) strategic, prudent capital and human resource allocation. For more information, please visit www.vireogrowth.com.
Contact Information
Joe Duxbury
Chief Accounting Officer
investor@vireogrowth.com
(612) 314-8995
Forward-Looking Statement Disclosure
This press release contains “forward-looking information” within the meaning of applicable United States and Canadian securities legislation. Forward-looking information contained in this press release may be identified by the use of words such as “should,” “believe,” “estimate,” “would,” “looking forward,” “may,” “continue,” “expect,” “expected,” “will,” “likely,” “subject to,” “transformation,” and “pending,” variations of such words and phrases, or any statements or clauses containing verbs in any future tense and includes, but may not be limited to, statements regarding the Merger Transactions, including the timeline for the closing of the Merger Transactions; shareholder approval of the Merger Transactions; and the regulatory approvals required for the Merger Transactions. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory
environment, and the availability of licenses, approvals and permits.
Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks related to the shareholder approval of the Merger Transactions; risks related to regulatory approval of the Merger Transactions; and risk factors set out in the Company’s Form 10-K for the year ended December 31, 2024 and the Company’s information statement regarding the Merger Transactions, both of which are available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The statements in this press release are made as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.