VREO · Vireo Growth Inc. · Documents

Vireo Growth agreed to merge with Planet 13, which would survive as a wholly owned subsidiary, with eligible Planet 13 shares exchanged for 0.015383618 subordinate voting share each; completion requires stockholder approval at a virtual meeting on December 10, 2026.

Vireo Growth Inc. agreed to acquire Planet 13 Holdings Inc. through a merger requiring Planet 13 stockholder approval. Each eligible Planet 13 share would exchange for 0.015383618 Vireo Growth subordinate voting share, alongside 18,750,000 warrants to purchase 288,443 shares.

Vireo Growth Inc.’s subsidiaries entered a $60,000,000 Needham Bank term loan on October 2, 2026, bearing 8.50% interest and due April 2, 2034. Proceeds refinanced the $49,000,000 Seller Note and acquired the Palatka Property.

• Report of exempt distribution (NI 45-106) 1

• Report of exempt distribution (NI 45-106) 1